Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed 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, 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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. (b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer Property Manager shall perform inspect, or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after inspected, all Properties in the related Serviced Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, 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 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) Collateral Pool at least once every two calendar years five (5) years, with at least 20% of the Properties in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause Collateral Pool to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer every year (beginning in the preceding six months2013), including any Properties with Unit FCCRs below 1.0x. The Master Servicer and the Special Servicer Property Manager 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 Mortgaged related Property and that specifies the existence of: of (i) any salesale or transfer of such Property, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged 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 Master 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 (iiishall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) any waste committed on of the Mortgaged Property. The Master Servicer and Special Servicer shall 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 feeIndenture.
(bd) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanManaged Unit, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Tenant or Borrower and review annual and other periodic operating quarterly financial 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 such Tenant or obtained by it to the Master Servicer, Borrower and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by Properties 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, operates 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 same 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 required to be delivered by the Tenant or Borrower 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 applicable Issuer under its Lease 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 ReportLoan.
(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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042008, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Delinquent Special Servicer Loan Status Report; File, (iiB) a Loan Payoff Notification Report; (iiiC) a CMSA Historical Liquidation Report; Servicer Appraisal Reduction Template, and (ivD) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC ReportServicer Realized Loss Template.
(dc) Not later than 2:00 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 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 Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case case, if applicable, 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 and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder Certificateholder, the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, Mortgage Loans and other than the cost of which shall be paid by Non-Serviced Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 any Mortgaged Property or Administered REO Propertysite inspection information, the Master Servicer with respect to a Performing Serviced shall make such inquiry of any Mortgagor under any related Mortgage Loan and as 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 reasonably request.
(cb) 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 Administered REO Properties, Properties providing the required information as of the end of the preceding calendar month: (i) a CMSA Property Special Servicer Loan File; and (ii) a CMSA Comparative Financial Status Report. the Appraisal Reduction Template and (iii) the Realized Loss Template.
(c) Not later than 2:00 4:00 p.m. (New York City time) on the third Business Day prior to after 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 Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report based upon the information received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist/Portfolio Review Guidelines with the required information that is current as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the related required information as of such Determination Date 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 Loans. 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 include on one of such reports updated be based solely upon the information as of provided by the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Special Servicer pursuant to Section 3.12(b), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. If and the Master Servicer determinesmay, 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 its reasonable judgmentsuch information. In addition, that information regarding the Mortgage Loans and REO Properties (Master Servicer shall not be liable nor in addition 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 otherwise required to be contained provided by the Special Servicer pursuant to Section 3.12(b) as set forth 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(a3.12(d).
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c). The 3.12(b) and this Section 3.12(d) and the 2007-C30 Master Servicer mayServicer, absent manifest errorthe 2007-C30 Special Servicer, conclusively rely on the reports to be provided by Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the 2003Xxxxxx 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 20032007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement and the GECMC 2007-C1 PSAPooling and Servicing Agreement, as the case may be. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's ’s failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage Loans (fother 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, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the 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 extent required to be delivered pursuant to the related Intercreditor Agreement. The preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 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 all 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 specified in to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.133.12(d) and the 2007-C30 Master Servicer, including the calculations made therein2007-C30 Special Servicer, shall be done in accordance with CMSA standards 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 theretoPari 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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042006, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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; and (iv) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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, and the as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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; and (iv) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 the Great Mall B-Note Loan, which shall be reimbursable as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042005, 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 a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedyear, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further that the Master Servicer and the Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and REO Property is to Properties as may be updated by necessary for 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in June 2004, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) The 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), but the failure of the Special Servicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, 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 initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 causes to be delivered to the 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (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 (vix) a CMSA Loan Level Reserve/LOC Report.
. Such reports shall be in CMSA format (d) Not later than 2:00 p.m. (New York City as in effect from time to time) on the first Business Day prior to each Distribution Date, the Master Servicer and 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 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 (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 both the Special Servicer Trustee 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042006, 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 a physical an inspection of each all the Serviced Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special 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 each forward obtain from the Master Servicer and deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further, that the Master Servicer and the Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and REO Property is to Properties as may be updated by necessary for 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in January 2006, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) The 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), but the failure of the Special Servicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, 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 initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 causes to be delivered to the 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; and (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.
(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 (iiixi) a CMSA Servicer Watch List with information that is current Advance Recovery Report. Such reports shall be in CMSA format (as of the related Determination Date with respect in effect from time to the Loans. The Master Servicer time) and 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 3.12(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 (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 both the Special Servicer Trustee 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall perform or cause to be performed 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, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042005, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 (including pursuant to this sentence) to the Trustee, the Special Servicer 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. 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 (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 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 Servicer, with respect to a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 Loansforegoing 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 Meriden Mall Servicer with respect to the 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(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 it 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 forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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.
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, and/or that if such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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, and the as applicable. The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed 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, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the XX Xxxx Non-Trust Mortgage Loan Noteholders (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 Servicer, the XX Xxxx Non-Trust Mortgage Loan Noteholders (if the subject Mortgaged Property relates to the XX Xxxx Loan Group) 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 Certificateholder and any XX Xxxx Non-Trust Mortgage Loan Pairs, to the related Companion Loan NoteholdersNoteholder, 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 (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 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 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 (on a monthly basis) during any period in respect of which Exchange Act Reports are being filed as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c)with the Commission, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or Servicer, any Controlling Class CertificateholderCertificateholder and any XX Xxxx Non-Trust Mortgage Loan Noteholder, in each case upon request.
(cb) 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 Loans, 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; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 Sangertown Square Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 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 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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to the Sangertown Square Mortgage Loan, conclusively rely on the reports to be provided by the 2003-C1 Master a Sangertown Square Servicer pursuant to the 2003-C1 PSASangertown Square Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(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 3.13(c3.12(b), so long as the Master Servicer and the Special Servicer 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 Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement or a Sangertown Square Servicer's failure to provide any report required to be provided to the holder of the Sangertown Square Trust Mortgage Loan pursuant to the Sangertown Square Servicing Agreement, as applicable.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Mortgage Loans other than the 2004-C10 Serviced Mortgage Loan, the cost of which shall be paid by ) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan and the 2004-C10 Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding with a then current principal balances of balance (or Mortgaged Properties having allocated loan amounts ofamount) of less than $2,000,000 or less; and (iiat the time of such inspection, every other calendar year) at least once every calendar year beginning in the case of all other such Mortgaged Properties2005; provided, that however, the Master Servicer will shall not be required to perform or cause to be performed an inspection on a inspect any Mortgaged Property if such Mortgaged Property that has been inspected by the Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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, promptly following receipt, deliver copies provided that the Special Servicer obtains the approval of the operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 event that 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 losses are incurred by Mortgagor under any related Mortgage Loan as the Depositor that are based upon Special Servicer may reasonably request. If the Special Servicer initiates a servicing transfer under clause (b) or arise out (c) of financial statements filed with the Commission definition of "Specially Serviced Mortgage Loan," the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative (and, 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 statementsPark Place Mall Loan, 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 Park Place Mall Representative) and the Special Servicer with respect Trustee in order to a Specially Serviced Loan shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for effectuate 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 requesttransfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; , (iv) a Monthly Additional Report on Recoveries and Reimbursements and (viv) 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.a
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, the cost of which provided that such expense shall be paid by a reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable 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 Servicing Advance. In addition, Specially Serviced Mortgage Loan or REO Loan and the Special Servicer shall perform or cause to be performed a physical inspection of for each of the Specially Serviced Mortgage Loan and 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Mortgage Loans that have outstanding (other than Specially Serviced Mortgage Loans) with a then current principal balances balance of less than $2,000,000, every other calendar year) beginning in 2002. The Special Servicer and the Master Servicer shall each prepare (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year and, in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer the Controlling Class Representative 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) Certificate Owners. The Special Servicer, in Servicer shall have the case of each 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 Loan and each REO Loan that was previously a 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 case of each Performing Serviced Loansame calendar year. If the Special Servicer performs such inspection, such inspection shall each, consistent with satisfy the Servicing Standard, use reasonable efforts Master Servicer's inspection obligations pursuant to obtain quarterly, annual and other periodic operating statements and rent rolls with this paragraph (a). With respect to each site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the related Mortgaged Properties and REO PropertiesSpecial Servicer may reasonably request. The Special Servicer shall, promptly following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative and the Master Servicer Trustee which shall promptly deliver copies of the operating statements and rent rolls received or obtained by it include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan copy of which notice shall prepare or update and forward to be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation an REO Status Report; , and (iv) a CMSA Historical Delinquent 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 4:00 p.m. (New York City time) on the first second Business Day prior 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 Special Servicer) an Interim Delinquent Loan Status Report.
(c) Not later than 4:00 p.m. (New York City time) on the third Business Day after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a 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 CMSA Financial File, each with the required information as of the 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); (D) a Watch List Report with the required information as of such Determination Date; and (iiiE) a CMSA Servicer Watch List with information that is current as Monthly Advance Interest Report. Not later than 4:00 p.m. (New York City time) on the third Business Day of each calendar month, 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Trustee (in electronic format acceptable to the Master Servicer determinesand the Trustee) an Interim Delinquent Loan Status Report. Not later than 4:00 p.m. (New York City time) on each P&I Advance Date, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition to the information otherwise required Master Servicer shall deliver or cause 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 delivered to the Trustee (in accordance with Section 4.02(a)electronic format acceptable to the Master Servicer and the Trustee) an Updated Collection Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (ffollowed 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. The preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements and maintenance 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 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). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall be required to report on or analyze financial statements covering the first calendar quarter of all 2001. The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the reports specified in this Section 3.13, including the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoTrustee, the Special Servicer or the Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The If a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special Servicer shall perform or cause to be performed a physical inspection of a the related 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 and, if such Lease or Mortgage Loan remains a Specially Serviced LoanAsset for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable at least annually thereafter so long as such Lease or Mortgage Loan remains a Servicing AdvanceSpecially Serviced Asset. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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, abandonment or transfer of such Mortgaged Property, or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the such Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuers, the Indenture Trustee, the Property Manager and the Rating Agencies a copy of each forward copies such written report prepared by it within 15 days of the completion of each such inspection. The Special Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any such inspection reports prepared by it and (ii) shall be entitled to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeinspection fee for any such inspection, in each case from the applicable Issuers pursuant to Section 2.11(b) of the Indenture.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanAsset, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Obligor and review 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. 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 of such financial statements are Obligor required 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 provided under 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 Mortgage Loan 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 requestLease.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15, 2014, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuers, the Indenture Trustee and the Special Servicer shall deliver or cause (i) from information, if any, that the Property Manager has most recently received pursuant to be delivered to Section 3.12(b), a report setting forth the Master Servicer the following reports aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the Specially Serviced Loans and any Administered REO Propertiesapplicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, providing as applicable) and, in each case, identifying the required information as of period covered by the end of the preceding calendar month: (i) a CMSA Property File; related financial statements in its possession, and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on schedule, in the third Business Day prior to each Distribution Date, form of the Special Servicer shall deliver Mortgaged Property Schedule 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; Schedule, as applicable, prepared as of the later of (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: (i1) the most recent CMSA Historical Loan Modification Series Closing Date 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); (ii2) the most recent CMSA Property FileTransfer Date, CMSA Financial Fileand further identifying on such schedule each Lease or Mortgage Loan (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, CMSA Loan Set-up File (if modifiedin the case of the first such delivery, since the Series Closing Date), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining specifying the reports prepared by date on which the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as sale or re-lease of the related Determination Date Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with respect to its terms and, in each case, specifying the Loans. The Master Servicer shall include on one date of such reports updated information as of sale, re-lease or termination, the applicable Determination Date regarding amount collected in connection therewith and the amount of accrued any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid interest on Advances under the related Mortgage Loan or Lease incurred 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 (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)connection therewith.
(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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall at its expense (subject to its right to do so pursuant to the related Mortgage) perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, 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 The Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two per calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedyear, 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 by the Master Servicer or the Special Servicer has not already done so in that calendar year pursuant to the preceding six monthssentence. The Master Servicer and or Special Servicer, as the Special Servicer case may be, 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Master Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 each forward make copies of any 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 it 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 Underwriters Master Servicer and the Controlling Class Directing Holder upon requestTrustee 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, subject a copy of which notice will be provided by the Trustee to payment of a reasonable feeeach Certificateholder, each Rating Agency, the Depositor and the Underwriter.
(b) The Special Servicer, Servicer in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Mortgagor annual, annual quarterly and other periodic monthly operating statements statements, budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and financial statements of such 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 PropertiesProperty and shall collect all such items promptly following their preparation. The Master Servicer and Special Servicer shall, promptly following receipt, each shall deliver copies of all of the operating statements foregoing items so collected thereby to each other, the Trustee and rent rolls received or obtained any Sub-Servicers by it to the Master Servicerfifth Business Day of the next calendar month, and the 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 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 deliver copies 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 case may be (such occupancy percentage shall represent a ratio of the operating statements 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 rent rolls received on a net square footage basis in all other cases or obtained by it 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 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 Master Servicer and the Master Servicer, as applicable, shall each, consistent Depositor); (ii) in accordance 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 TrusteeExhibit E-1, the Special Servicer, any Controlling Class Certificateholders and, in the case of the Loan Pairs, to Net Operating Income for 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 ; and (iii) the "Normalized" column from Debt Service Coverage Ratio for the CMSA NOI Adjustment Worksheet for any such Mortgaged Property related Mortgage Loan or REO Property (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)Loan, 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 . The Updated Mortgage 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 Schedule 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 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 Special Servicer or any Controlling Class Certificateholder, in each case upon requestDepositor and the Rating Agencies pursuant to Section 3.12(c).
(c) Not later than 2:00 p.m. (5:00 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 such Distribution Date, the Master Servicer shall deliver or cause to be delivered to the Special Servicer, the Trustee, the Depositor, the Mortgage Loan Sellers and the Rating AgenciesAgencies (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 andServicer, 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 Sellers 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 modifiedRating Agencies may agree), CMSA Delinquent with a hard copy of such transmitted information to follow on the next Business Day, an accurate and complete Updated Mortgage Loan Status ReportSchedule, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (substantially in each case combining the reports prepared by the Special Servicer form of Exhibit E-2 and the Additional Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current Reporting substantially in the form of Exhibit E-3, prepared as of if the related Determination Date with respect were the Cut-Off Date and setting forth, among other things, the items referred to in the Loans. The Master Servicer shall include on one definition of such reports updated information "Mortgage Loan Schedule," as of well as the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances items referred to in accordance with Section 3.12(b), 4.03(dfurther identifying on such schedule each Mortgage Loan (i) 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 has become an 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 ServicerLoan, and the Master Servicer shall deliver to date of the Trusteerelated REO Acquisition, the Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth in Section 3.13(d(ii) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer mayrespect of which any modification, absent manifest errorwaiver, conclusively rely on the reports to be provided by the Special Servicer or amendment was agreed pursuant to Section 3.13(c)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 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 Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not shall be entitled to indicate the same Person or Affiliates, 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 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 Agreementsuch source.
(fd) The preparation and maintenance With respect to any Mortgage Loan which has been inspected by the 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 financial statements, the Master Servicer shall make reasonable due inquiry of the related Mortgagor to ascertain such additional information, subject to the terms of the Mortgage Loan and the Servicing Standard and inform 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 theretoresults 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. (a) The If a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special Servicer shall perform or cause to be performed a physical inspection of a the related 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 and, if such Lease or Mortgage Loan remains a Specially Serviced LoanAsset for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable at least annually thereafter so long as such Lease or Mortgage Loan remains a Servicing AdvanceSpecially Serviced Asset. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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, abandonment or transfer of such Mortgaged Property, or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the such Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuers, the Indenture Trustee, the Property Manager and the Rating Agencies a copy of each forward copies such written report prepared by it within 15 days of the completion of each such inspection. The Special Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any such inspection reports prepared by it and (ii) shall be entitled to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeinspection fee for any such inspection, in each case from the applicable Issuers pursuant to Section 2.11(b) of the Indenture.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanAsset, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Obligor and review 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. 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 of such financial statements are Obligor required 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 provided under 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 Mortgage Loan 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 requestLease.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15, 2014, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuers, the Indenture Trustee and the Special Servicer shall deliver or cause (i) from information, if any, that the Property Manager has most recently received pursuant to be delivered to Section 3.12(b), a report setting forth the Master Servicer the following reports aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the Specially Serviced Loans and any Administered REO Propertiesapplicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, providing master lease level or corporate level, as applicable) and, in each case, identifying the required information as of period covered by the end of the preceding calendar month: (i) a CMSA Property File; related financial statements in its possession, and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on schedule, in the third Business Day prior to each Distribution Date, form of the Special Servicer shall deliver Mortgaged Property Schedule 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; Schedule, as applicable, prepared as of the later of (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: (i1) the most recent CMSA Historical Loan Modification Series Closing Date 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); (ii2) 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 3.12(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 (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 ServicerTransfer Date, and further identifying on such schedule each Lease or Mortgage Loan (x) that has become a Liquidated Lease or liquidated Mortgage Loan since 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 If a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special Servicer shall perform or cause to be performed a physical inspection of a the related 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 and, if such Lease or Mortgage Loan remains a Specially Serviced LoanAsset for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable at least annually thereafter so long as such Lease or Mortgage Loan remains a Servicing AdvanceSpecially Serviced Asset. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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, abandonment or transfer of such Mortgaged Property, or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the such Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuers, the Indenture Trustee, the Property Manager and the Rating Agencies a copy of each forward copies such written report prepared by it within 15 days of the completion of each such inspection. The Special Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any such inspection reports prepared by it and (ii) shall be entitled to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeinspection fee for any such inspection, in each case from the applicable Issuers pursuant to Section 2.11(b) of the Indenture.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanAsset, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Obligor and review 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. 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 of such financial statements are Obligor required 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 provided under 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 Mortgage Loan 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 requestLease.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15, 2014, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuers, the Indenture Trustee and the Special Servicer shall deliver or cause (i) from information, if any, that the Property Manager has most recently received pursuant to be delivered to Section 3.12(b), a report setting forth the Master Servicer the following reports aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the Specially Serviced Loans and any Administered REO Propertiesapplicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, providing master lease level or corporate level, as applicable) and, in each case, identifying the required information as of period covered by the end of the preceding calendar month: (i) a CMSA Property File; related financial statements in its possession, and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on schedule, in the third Business Day prior to each Distribution Date, form of the Special Servicer shall deliver Mortgaged Property Schedule 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; Schedule, as applicable, prepared as of the later of (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: (i1) the most recent CMSA Historical Loan Modification Series Closing Date 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); (ii2) the most recent CMSA Property FileTransfer Date, CMSA Financial Fileand further identifying on such schedule each Lease or Mortgage Loan (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, CMSA Loan Set-up File (if modifiedin the case of the first such delivery, since the Series Closing Date), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining specifying the reports prepared by date on which the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as sale or re-lease of the related Determination Date Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with respect to its terms and, in each case, specifying the Loans. The Master Servicer shall include on one date of such reports updated information as of sale, re-lease or termination, the applicable Determination Date regarding amount collected in connection therewith and the amount of accrued any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid interest on Advances under the related Mortgage Loan or Lease incurred 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 (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)connection therewith.
(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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
Appears in 1 contract
Samples: Property Management and Servicing Agreement (Spirit MTA REIT)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Mortgage Loans other than the [__________] Serviced Mortgage Loan, the cost of which shall be paid by ) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same Person or Affiliatescalendar 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 have no obligation to provide make 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 inquiry of any report required Mortgagor under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and any related Mortgage Loan as 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 theretomay 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. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Mortgage Loan as soon as practicable after the related Serviced such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042008, the 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 two calendar years in the case of Mortgaged Properties securing Performing 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it it, in the form of (or labeled in accordance with) the Centerline Naming Convention, to the Underwriters and the Controlling Class Directing Holder Representative, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Mortgage Loan, 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 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 it, in the form of (or labeled in accordance with) the Centerline Naming Convention, to the Master Servicer, and the . The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it 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 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 or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Loan 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 prepare or update and forward to the Trustee 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 annual operating statements attached thereto as an exhibit). The Master Servicer Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies 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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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 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 Mortgage Loans, with respect to any Corrected Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Delinquent Special Servicer Loan Status Report; File, (ii) a Loan Payoff Notification Report; (iiiB) a CMSA Historical Liquidation Report; Servicer Appraisal Reduction Template, and (ivC) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC ReportServicer Realized Loss Template.
(dc) 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 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 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 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 Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case case, if applicable, 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 Mortgage Loan and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the Loansrequired 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 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder Certificateholder, the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) and/or that 3.12(b), or if and to the extent such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(b), then, so long as the Master Servicer and the Special Servicer 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 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by reimbursable first out of Default Charges otherwise payable to the 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Serviced Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042007, 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 a physical an inspection of each all the Serviced Mortgaged Properties at least 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 securing a Performing Serviced Loan: (i) at least has been inspected in such calendar year by the Special Servicer, and once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding a Mortgage Loan having an unpaid principal balances balance of (or Mortgaged Properties having allocated loan amounts of) less than $2,000,000 or less2,000,000; and (ii) at least once every calendar year in provided that, notwithstanding the case of all other such Mortgaged Properties; providedforegoing, that the applicable Master Servicer will not be required to shall at its expense perform or cause caused to be performed an inspection on of a Serviced Mortgaged Property if 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 the such Master Servicer or the Special Servicer in the preceding six monthsServicer. The Master Special Servicer and the Special each Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, or deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (iiiupon 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 waste committed on requesting Certificateholder and Certificate Owner during normal business hours at the Mortgaged Propertyoffices of the Trustee at all times after Trustee's receipt thereof. The Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and Special Servicer shall each forward deliver copies of any such inspection reports prepared by it to Certificateholders and Certificate Owners. The Special Servicer shall have the Underwriters 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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 ) provide 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 such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary for such Master Servicer to prepare each such Mortgaged Property report and REO Property is any supplemental information to be updated provided 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. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 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 Determination 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 Special 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 Master Servicer Trustee the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (viv) 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 (viix) a CMSA Loan Level Reserve/LOC Report.
. Such reports shall be in CMSA format (d) Not later than 2:00 p.m. (New York City as in effect from time to time) on and shall be in an electronic format reasonably acceptable to both the first Business Day prior to each Distribution Date, Trustee and the Master Servicers. Each Master Servicer shall deliver or cause to be delivered to make available promptly upon request of the Trustee, the Rating Agencies, the Special other Master 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 a report setting forth each case combining the reports prepared Advance then outstanding by the Special Servicer and the such 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 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 updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances are scheduled to be received in accordance with Section 3.12(b), 4.03(dthe XX Xxxxxx Series 2006-LDP8 Pooling and Servicing Agreement) and/or 4.03A(d) such information to be presented on a loanfrom the XX Xxxxxx Series 2006-by-loan basis. If the Master LDP8 Applicable Servicer determines, in its reasonable judgment, that information regarding the Mortgage Loans and REO Properties (in addition with respect 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)Park La Brea Apartments Trust Mortgage Loan.
(ed) The Special Servicer shall deliver to the Master Servicer Servicers the reports set forth in Section 3.13(c3.12(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 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 each Master Servicer and the Trustee. The Each 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 may3.12(b) and this Section 3.12(d) and, absent manifest errorwith respect to the Park La Brea Apartments Trust Mortgage Loan, conclusively rely on the reports to be provided by the 2003XX Xxxxxx Series 2006-C1 Master LDP8 Applicable Servicer pursuant to the 2003XX Xxxxxx Series 2006-C1 PSALDP8 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update Files to be provided by the Master Servicer Servicers pursuant to Section 3.13(d3.12(c). In the case of information or reports to be furnished by the Master Servicer Servicers 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Debt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, provided that such expense shall be reimburseable as an Additional Trust Fund Expense. Each of the Master Servicer for each Mortgage Loan remains other than a Specially Serviced Loan, the cost of which shall be paid by Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and shall be reimbursable as a Servicing Advance. In additionREO Loan, 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 Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Mortgage Loans that have outstanding with a then current principal balances balance of less than $2,000,000, every other calendar year) beginning in 2000. The Special Servicer and the Master Servicer shall each prepare (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year and, in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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 following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee which will include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan shall prepare or update and forward to copy of which notice will be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, Properties providing the required information as of the end of the preceding calendar month: (i) a CMSA CSSA Property FileFile Report; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Loss Estimate Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation an REO Status Report; , and (iv) a CMSA Historical Delinquent Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Loss Estimate Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) a CSSA Property File Report and a Comparative Financial Status Report, each with the most recent CMSA Property File, CMSA Financial File, CMSA required information as of the end of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a Loan Set-up File Payoff Notification Report (if modified), CMSA except with respect to Specially Serviced Mortgage Loans) and Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification 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 (iiiD) a CMSA Servicer Watch List Report 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 required information as of the applicable such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CSSA Loan File Report to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (ffollowed 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 preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoTrustee, the Special Servicer or the Controlling Class Representative in each case upon request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certiticates Series 1999 C2)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be 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 Series 2003-C5 Securitization) (i) becomes a Specially Serviced Mortgage Loan or (ii) the related Serviced Debt Service Coverage Ratio set forth in the 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 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). In addition, after a Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, 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 related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially 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 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 a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedyear, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 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 (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, 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 Series 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed 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 annually at least once per calendar year thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, Mortgage Loan or if such Mortgaged Property becomes an REO Property; provided that the Special Servicer shall perform or cause be entitled to be performed a physical inspection of each reimbursement of the REO Properties at least once per calendar year, the cost of which shall be paid reasonable and direct out-of-pocket expenses incurred by the Special Servicer and shall be reimbursable it in connection therewith as a Servicing AdvanceAdvances. Beginning in 20042000, the Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once per calendar year and each Mortgage Loan with an unpaid principal balance of under $2,000,000, once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedyears), 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 by the Master Servicer or the Special Servicer in has not already done so during that period pursuant to the preceding six monthssentence. The 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 or on its behalf that sets forth in detail the condition of the Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition condition, occupancy or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgmentaccordance with the Servicing Standard, considers material, or (iii) any waste committed on the Mortgaged PropertyProperty that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, considers material. The Master Servicer and the Special Servicer shall each forward copies deliver to the Trustee, the Depositor and each other a copy (or image in suitable electronic media) of any each such inspection reports written report prepared by it within 60 days of completion of the related inspection. The Trustee shall, upon request and to the Underwriters and 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 Directing Holder upon requestRepresentative, subject any Certificateholder or, to payment 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 a reasonable feeeach such written report prepared by the Master Servicer or the Special Servicer.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Borrower quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property, and financial statements of such Borrower, whether or 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 other periodic 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 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 and or rent rolls with respect to each 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 related Mortgaged Properties "Operating Statement Analysis Report"), and REO Properties. The the Special Servicer shallshall remit each Operating Statement Analysis Report prepared by it, promptly following receipt, deliver copies of together with the underlying operating statements and rent rolls received or obtained by it 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 deliver copies of 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 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 extent such items have been delivered to the foregoing and solely with respect to the Loan Pairs, the Special Servicer and Trustee by the Master Servicer, as applicabledeliver to the Underwriter, shall eachthe related Mortgage Loan Seller, consistent the Controlling Class Representative, any Certificateholder or, to the extent the Trustee has in accordance with Section 5.06(b) confirmed the Servicing StandardOwnership Interest in the Certificates held thereby, use reasonable efforts to obtain occupancy reportsany Certificate Owner, sales reports for retail tenants, 24-month rolling lease expiration schedules, reserve balances a copy of such Operating Statement Analysis (or update thereof) and capital expenditure statements, as well as information as to bankrupt tenants and tenants whose leases have expired and have not been renewedthe related operating statement or rent rolls. The Special Master Servicer shallshall 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, promptly following receipt, deliver copies at the discretion 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 andprovided that no less information is provided than is set forth in Exhibit E-8, 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 lawCMSA format). Within 30 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 Administered REO Property, as applicable, each of 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 (and, in the case of the Special Servicer, forward within such 20-day period to the Trustee a CMSA Master Servicer in an electronic format reasonably acceptable to the Master Servicer) an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, with 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 12:00 p.m. (New York City time) on the second first Business Day prior to 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 Administered REO Properties, providing the information required information of the Special Servicer in an electronic format reasonably acceptable to the Master Servicer as of the end of the preceding calendar monthsuch Determination Date: (i) a CMSA Property FileDelinquent Loan Status Report; and (ii) a CMSA 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 3:30 p.m. (New York City time) on the third second Business Day prior to after each Distribution Determination Date, the Special Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Master Servicer Trustee data files relating to the following reports with respect to the Specially Serviced Loans, any Administered REO Properties and, reports: (i) to the extent that received at the subject information relates to when they were Specially Serviced Loanstime required, any Corrected Loans:
(i) a CMSA the most recent Delinquent Loan Status Report; (ii) a Loan Payoff Notification , Historical Loss Estimate Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA , Historical Loan Modification Report 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(c3.12(c); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up Periodic Update File (if modified), CMSA Delinquent Loan Status Report, CMSA and 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 Report with information that is current as of the related such 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 3.12(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 (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)Date.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 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(c3.12(b) and Section 3.12(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(d3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(d), to the extent that such information is or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) or Section 3.12(c), 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 to the Trustee until it has received such the 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 3.13(d3.12(d) caused by the Special Servicer's failure to timely provide any information or report required under Section 3.13(c3.12(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 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 preparation Master Servicer and maintenance 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 Special Servicer Trustee the initial data (as of all the reports specified in this Section 3.13Cut-Off Date or the most recent earlier date for which such data is available) contemplated by the CMSA Loan Set-up File, including the calculations made thereinCMSA Loan Periodic Update File, shall be done in accordance with the Operating Statement Analysis Report and the CMSA standards to the extent applicable theretoProperty 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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loanand, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In additionin any event, 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 Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six monthsyear. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each 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 prepared by it to the Underwriters Master Servicer and the Controlling Class Directing Holder Xxxxxx Brothers Inc. upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 shallwill, promptly following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice 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 Trustee which will include an explanation 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 reasons 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 Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan shall prepare or update and forward to copy of which notice will be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (withto each Certificateholder, upon requesteach Rating Agency, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan Depositor 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.Xxxxxx Brothers Inc.
(cb) Not later than 2:00 p.m. (New York City time) 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, ) providing the required information as of the end of the preceding calendar month: (i) a CMSA CSSA Property FileFile Report; and (ii) a CMSA Comparative Financial Status Report; (iii) a NOI Adjustment Worksheet and (iv) an Operating Statement Analysis. Not later than 2:00 p.m. (New York City time) P.M. on the third second Business Day prior to following each Distribution 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 Administered REO Properties Mortgage Loans (and, to if applicable, the extent that related REO Properties) providing the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification an Historical Loss Estimate Report; (iii) a CMSA an Historical Liquidation Loan Modification Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan an REO Status Report; (v) a CMSA REO Status Watch List Report; and (vi) a CMSA Loan Level Reserve/LOC Payoff Notification Report.
(dc) Not later than 2:00 p.m. (New York City time) P.M. on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the TrusteeTrustee (A) the following reports with respect to the Mortgage Loans (and, if applicable, the Rating Agencies, related REO Properties) providing the Special Servicer and, upon request, any Controlling Class Certificateholderrequired information as of the end of the preceding calendar month: (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 CSSA Property File Report received from the Special Servicer pursuant to Section 3.13(c3.12(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 3.12(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 (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, 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 received from the Special Servicer pursuant to Section 3.13(c3.12(b). The Master Servicer may, absent manifest error, conclusively rely on ; (iii) 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 NOI Adjustment Worksheet received from the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that such reports are to be prepared and delivered by (iv) the Operating Statement Analysis received from the Special Servicer pursuant to Section 3.13(c), so long 3.12(b) and (B) the following reports with respect thereto providing the required information as of such Determination Date: (i) the Master Servicer and Delinquent Loan Status Report received from the Special Servicer are not pursuant to Section 3.12(b); (ii) the same Person or Affiliates, Historical Loss Estimate Report received from the Master Special Servicer shall have no obligation pursuant to provide such information or reports until it has Section 3.12(b); (iii) the Historical Loan Modification Report received such information or reports from the Special Servicer pursuant to Section 3.12(b); (iv) the REO Status Report received 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 thereto.
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 Special Servicer shall perform or cause to be performed 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 Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (and, in cases where the related Mortgage Loan remains has become a Specially Serviced Mortgage Loan, 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 continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) at least once per calendar year, year thereafter for so long as the cost of which shall be paid by related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer and shall be reimbursable entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as a Servicing AdvanceAdvances. Beginning in 20042002, the Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each Mortgaged Property securing a Performing Serviced Loan: (iother than the Crystal Pavilion/Xxxxx Building Mortgaged Property) at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Loans that have outstanding each Mortgage Loan with an unpaid principal balances balance of (or Mortgaged Properties having allocated loan amounts of) under $2,000,000 or less; and (ii) at least 2,000,000, once every calendar year in the case of all other such Mortgaged Properties; providedtwo years), 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 by the Master Servicer or the Special Servicer in has not already done so during that period pursuant to the preceding six monthssentence. The Master Servicer and the Special Servicer shall each prepare (and, promptly prepare or cause to be prepared and following preparation, deliver to the Trustee and 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 Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value occupancy of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicable, in its reasonableaccordance with the Servicing Standard, good faith judgment, is aware of and considers material, or (iii) any waste committed on the Mortgaged PropertyProperty that the Master Servicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware of and considers material. The Upon request of the Trustee, the Master Servicer and the Special Servicer shall each forward copies deliver to the Trustee a copy (or image in suitable electronic media) of any each such inspection reports written report prepared by it it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the 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 request from the Master Servicer or the Special Servicer, as applicable, and, to the Underwriters and 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 Directing Holder upon requestRepresentative, subject to payment any Certificateholder or, if 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 a reasonable feeeach such written report prepared by the Master Servicer or the Special Servicer.
(b) The Commencing with respect to the calendar quarter ended March 31, 2001, the Special Servicer, in the case of each any Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan(other than the Crystal Pavilion/Xxxxx Building Mortgaged Property), and the Master Servicer, in the case of each Performing Serviced Mortgage Loan (other than the Crystal Pavilion/Xxxxx Building Mortgage Loan), shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Borrower quarterly and annual operating statements, annual and other periodic operating statements budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and quarterly and annual financial statements of such Borrower, whether or 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 PropertiesProperty (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) and shall collect all such items promptly following their preparation. The Special Servicer shall, promptly following receipt, shall deliver copies (or images in suitable electronic media) of all of the operating statements and rent rolls received foregoing items so collected or obtained by it to the Master Servicer, and Servicer within 30 days of its receipt thereof. Within 60 days after receipt by the Master Servicer shall promptly deliver copies of from the operating statements and rent rolls received related Borrowers 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 Servicerotherwise, 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 ServicerPerforming Mortgage Loans, 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 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 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 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 Administered REO Property (including the Crystal Pavilion/Xxxxx Building Mortgaged 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, 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 (Property, together with, upon requestif so requested, the related quarterly or annual operating statements attached thereto as an exhibit)statements. 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 ServicerIf, 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 Mortgage Loan (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Paira Specially Serviced Mortgage Loan), 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 has any questions for the related Borrower based upon the information received by the Special Servicer pursuant to Section 3.12(a) or any Controlling Class Certificateholder3.12(b), the Master Servicer shall, in each case upon requestthis 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 second first Business Day prior to 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 Administered REO PropertiesProperties (other than the Crystal Pavilion/Xxxxx Building Mortgage Loan or any related REO Property), providing the required information as of the end of the preceding calendar monthsuch Determination Date: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status ReportLoan Periodic Update File (which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name). Not later than At or before 2:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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 Loans, Mortgage Loans and any Administered 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 that necessary the subject Master Servicer shall supplement the following reports with the most recent information relates to when they were Specially Serviced Loans, any Corrected Loans:
then in its possession regarding the Crystal Pavilion/Xxxxx Building Mortgage Loan): (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification CMSA Comparative Financial Status 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 (viv) 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) 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; (iiE) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (vG) a CMSA REO Status Report; and , (viH) a CMSA Loan Level Reserve/LOC ReportAppraisal Reduction Template, and (I) a CMSA Servicer Realized Loss Template.
(dc) Not later than 2:00 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 Historical Liquidation REO Status Report, CMSA REO Status Report Special Servicer Loan File and CMSA Loan Level Reserve/LOC Report Appraisal Reduction Template received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up Setup File (if modified), CMSA Loan Level Reserve/LOC Report, CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and 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); and (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 Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed 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, 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 20042005, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. In addition to the foregoing and solely with respect to the Loan PairsGroups, 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 PairsGroups, to the related Companion Loan NoteholdersNoteholders (and, in each the case of the 111 Eighth Avenue Loan Group, the Holders of the Class OEA-B Certificatxx), xx xxxx xxxx upon request; provided that, with respect to the Loan PairsGroups, the Special Servicer or the Master Servicer, as applicable, shall forward any financial statements received with respect to the Loan Pair 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 Pair Group 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 a Non-Serviced Loan PairGroup), 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 a Non-Serviced Loan PairGroup), 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; 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 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 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 (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, the Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair 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 2003-C1 applicable Lead Master Servicer pursuant to the 2003-C1 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, the cost of which shall be paid by Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding with a then current principal balances of balance (or Mortgaged Properties having allocated loan amounts ofamount) of less than $2,000,000 or less; and (iiat the time of such inspection, every other calendar year) at least once every calendar year beginning in the case of all other such Mortgaged Properties2005; provided, that however, the Master Servicer will shall not be required to perform or cause to be performed an inspection on a inspect any Mortgaged Property if such Mortgaged Property that has been inspected by the Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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, promptly following receipt, deliver copies provided that the Special Servicer obtains the approval of the operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 any Mortgaged Property or Administered REO Propertysite inspection information, the Master Servicer with respect to a Performing Serviced shall make such inquiry of any Mortgagor under any related Mortgage Loan and as 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 may reasonably request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and If the Special Servicer with respect to initiates a servicing transfer under clause (b) or (c) of the definition of "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 "NormalizedMortgage Loan," 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 shall give written notice thereof to the Master Servicer, the Controlling Class Certificateholder, Representative and the Trustee in each case upon requestorder to effectuate such transfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; , (iv) a Monthly Additional Report on Recoveries and Reimbursements and (viv) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist Report with the required information that is current as of such Determination Date; and (E) a Monthly Additional Report on Recoveries and Reimbursements, with the related required information as of such Determination Date with respect to Date. Not later than 4:00 p.m. (New York City time) on the Loans. The third Business Day of each calendar month, 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Trustee (in electronic format acceptable to the Master Servicer determines, in its reasonable judgment, that information regarding and the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting PackageTrustee) 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)an Interim Delinquent Loan Status Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 a letter sent to the related Mortgagor each quarter (ffollowed 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. The preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 standards 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 extent applicable theretoTrustee, the Special Servicer or 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.
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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 Special Servicer shall perform or cause to be performed 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, the cost of which shall be paid by the Special Master Servicer and shall be reimbursable 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 Master Servicer and shall be reimbursable 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 20042006, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loan, shall each, consistent with the Servicing StandardStandard and to the extent permitted under the 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. In addition to the foregoing and solely with respect to the Loan PairsGroups, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing StandardStandard 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 PairsGroups, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan PairsGroups, the Special Master Servicer or the Master Servicer, as applicable, shall forward any of the foregoing financial statements received with respect to the Loan Pair 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 Pair Group 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 a Non-Serviced Loan PairGroup), 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 a Non-Serviced Loan PairGroup), 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; 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 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, 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. 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 3.12(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 (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, Trustee (and the Special Servicer andTrustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Pair Group Directing Holder 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 applicable Lead Master Servicer pursuant to the 2003-C1 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 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 Loan 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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by reimbursable first out of Default Charges otherwise payable to the 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Serviced Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042009, 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 a physical an inspection of each all the Serviced Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer. The Special Servicer in the preceding six months. The and each Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, or deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (iiiupon 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 waste committed on requesting Certificateholder and Certificate Owner during normal business hours at the Mortgaged Propertyoffices of the Trustee at all times after Trustee's receipt thereof. The Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and Special Servicer shall each forward deliver copies of any such inspection reports prepared by it to Certificateholders and Certificate Owners. The Special Servicer shall have the Underwriters 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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 ) provide 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 such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary for such Master Servicer to prepare each such Mortgaged Property report and REO Property is any supplemental information to be updated provided 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 TrusteeCertificate Administrator. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in July 2008, 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 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 Determination 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 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 Special 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 Master Servicer Certificate Administrator the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if -169- applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (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 (vixiii) 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 foregoing reports any information and reports received by it (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Outside Servicing Agreement, 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) 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 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 (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 Servicers the reports set forth in Section 3.13(c3.12(b) and this Section 3.12(d), and the 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 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 each Master Servicer and the TrusteeCertificate Administrator. The Each Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c)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 Master Servicer Certificate Administrator 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 CMSA Loan Periodic Update Files to be provided by the Master Servicer Servicers pursuant to Section 3.13(d3.12(c). In the case of information or reports to be furnished by the Master Servicer Servicers to the Trustee Certificate Administrator pursuant to this Section 3.13(d)3.12, to the extent that such information is or reports are based on information or reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c)3.12(b) and this Section 3.12(d) or by the applicable Outside Servicer pursuant to the related Outside Servicing Agreement, so long as none of the Master Servicer and the Special Servicer are not the same Person or Affiliates, the Master Servicer Servicers shall have no an obligation to provide such information or reports to the Certificate Administrator until it has received such information or reports from the Special Servicer or the applicable Outside Servicer, as applicable, and none of the Master Servicer Servicers shall not be in default hereunder due to a delay in providing the reports information required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any information or report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement or the applicable 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.
(f) The preparation and maintenance by , but none of the Master Servicer and 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 Serviced Mortgage Loan, and the applicable Master Servicer, in the case of each non-Specially Serviced Mortgage Loan, shall make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Mortgagor, whether or 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 reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards foregoing items so collected or obtained by it to the extent applicable theretoMaster 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 Special Servicer (and so delivered) pursuant to the immediately 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. (a) The Special Servicer shall perform or cause to be performed 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, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042005, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 Servicer, the 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. 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 Certificateholder and any such Serviced Non-Trust Mortgage Loan Pairs, to the related Companion Loan NoteholdersNoteholder(s), 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 (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 shall prepare or update and forward to the Trustee a 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 (on a monthly basis) during any period in respect of which Exchange Act Reports are being filed as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c)with the Commission, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 Loansforegoing 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 000 Xxxxx Xxxxxx Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 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 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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to the 000 Xxxxx Xxxxxx Trust Mortgage Loan, conclusively rely on the reports to be provided by the 2003-C1 Master a 000 Xxxxx Xxxxxx Servicer pursuant to the 2003-C1 PSA000 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 3.13(d)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(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 3.13(c3.12(b), so long as the Master Servicer and the Special Servicer 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 Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement or a 000 Xxxxx Xxxxxx Servicer's failure to provide any report required to be provided to the holder of the 000 Xxxxx Xxxxxx Trust Mortgage Loan pursuant to the 000 Xxxxx Xxxxxx Servicing Agreement, as applicable.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below ___x, the cost of which provided that such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable 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 Servicing Advance. In addition, Specially Serviced Mortgage Loan or REO Loan and the Special Servicer shall perform or cause to be performed a physical inspection of for each of the Specially Serviced Mortgage Loan and 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan: ) with a then current principal balance (ior allocated loan amount) of less than $___________ at least once the time of such inspection, every two other calendar years year) beginning in 200_. The Special Servicer and the Master Servicer shall each prepare (and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) Certificate Owners. The Special Servicer, in Servicer shall have the case of each 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 Loan and each REO Loan that was previously a 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 case of each Performing Serviced Loansame calendar year. If the Special Servicer performs such inspection, such inspection shall each, consistent with satisfy the Servicing Standard, use reasonable efforts Master Servicer's inspection obligations pursuant to obtain quarterly, annual and other periodic operating statements and rent rolls with this paragraph (a). With respect to each site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the related Mortgaged Properties and REO PropertiesSpecial Servicer may reasonably request. The Special Servicer shall, promptly following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative and the Master Servicer Trustee which shall promptly deliver copies of the operating statements and rent rolls received or obtained by it include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan copy of which notice shall prepare or update and forward to be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation an REO Status Report; , and (iv) a CMSA Historical Delinquent 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 4:00 p.m. (New York City time) on the first second Business Day prior 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 Special Servicer) an Interim Delinquent Loan Status Report.
(c) Not later than 4:00 p.m. (New York City time) on the third Business Day after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA a Comparative Financial Status Report and Loan Payoff Notification Report CMSA Financial File, each with the required information as of the 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); (D) a Watch List Report with the required information as of such Determination Date and (iiiE) a CMSA Servicer Watch List with information that is current as 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 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Trustee (in electronic format acceptable to the Master Servicer determines, in its reasonable judgment, that information regarding and the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting PackageTrustee) 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)an Interim Delinquent Loan Status Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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, a letter sent to the related Mortgagor each quarter (ffollowed up with telephone calls) requesting such quarterly and annual operating statements, budgets and rent rolls until they are received to the extent such action is consistent with applicable law and the related Mortgage Loan documents. The preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements, budgets and maintenance rent rolls received or obtained by it 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 of all shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoTrustee, the Special Servicer or the 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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced 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 annually thereafter for so long 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 remains has been paid in full). Each of the Master Servicer for each Mortgage Loan other than a Specially Serviced Loan, the cost of which shall be paid by Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding with a then current principal balances of balance (or Mortgaged Properties having allocated loan amounts ofamount) of less than $2,000,000 or less; and (iiat the time of such inspection, every other calendar year) at least once every calendar year beginning in the case of all other such Mortgaged Properties; provided2002, that the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if unless such Mortgaged Property has been inspected by within the previous 6 months. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further that the Master Servicer and the Controlling Class Directing Holder upon 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, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 Mortgage Loans and any Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation an REO Status Report; , and (iv) a CMSA Historical Delinquent 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 4:00 p.m. (New York City time) on the first second Business Day prior 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 Special Servicer) an Interim Delinquent Loan Status Report.
(c) Not later than 3:00 p.m. (New York City time) on the third Business Day after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, Paying Agent (in electronic format acceptable to the Rating Agencies, Master Servicer and the Special Servicer and, upon request, any Controlling Class Certificateholder: Paying Agent) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA a Comparative Financial Status Report and Loan Payoff Notification Report CMSA Financial File, each with the required information as of the 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); (D) a Watch List Report with the required information as of such Determination Date; and (iiiE) a CMSA Servicer Watch List with information that is current as 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 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Paying Agent (in electronic format acceptable to the Master Servicer determines, in its reasonable judgment, that information regarding and the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting PackagePaying Agent) 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)an Interim Delinquent Loan Status Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteePaying 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 3.13(c3.12(b) and this Section 3.12(d). The Master Servicer Paying Agent 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee Paying Agent pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (ffollowed 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. The preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoTrustee, the Paying Agent, the Special Servicer or the 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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loanand, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In additionin any event, 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 Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each all other Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six monthsyear. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each 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 prepared by it to the Underwriters 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 Master Servicer and the Controlling Class Directing Holder upon requestTrustee 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, subject a copy of which notice will be provided by the Trustee to payment of a reasonable fee.each Certificateholder, each Rating Agency, the Depositor and Xxxxxx Brothers Inc.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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.[Reserved]
(c) Not later than 2:00 p.m. (New York City time) P.M. on the second fourth Business Day prior to 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 Master Servicer Trustee the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties), providing the required information as of the end of the preceding calendar monthDetermination Date: (i) a CMSA Property File; and Delinquent Loan Status Report, (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 an Historical Liquidation Loss Estimate Report; (iv) a CMSA an Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA an REO Status Report, (vi) a Watch List Report; and (vivii) 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 an accurate and Corrected complete Updated Mortgage Loan ReportSchedule, CMSA Historical Liquidation Reportsubstantially in the form of Exhibit B, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from prepared as if the Special Servicer pursuant to Section 3.13(c); (ii) Determination Date were the most recent CMSA Property File, CMSA Financial File, CMSA Loan SetCut-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 off Date. 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 report set forth in clause (i) and 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 (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 with respect to the Master Servicer the reports set forth in Section 3.13(cclauses (ii) through (vii) above, shall deliver to the Trustee such reports in an electronic format reasonably acceptable to the Special Servicer and Trustee. In the Master Servicer, and case of information provided to the Trustee by the Master Servicer shall deliver pursuant to clause (i) above, to the Trusteeextent that the underlying information is solely within the control of the Special Servicer, 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.
(d) The Special Servicer pursuant also shall deliver or cause to Section 3.13(cbe 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 the final calendar quarter, for or as of the end of the year in which such calendar quarter occurs). The Master Special Servicer mayshall, absent manifest errorconsistent with accepted servicing practices, conclusively rely on endeavor to obtain quarterly and annual operating statements and rent rolls with respect to each of the reports to be provided by the 2003-C1 Master Servicer pursuant to the 2003-C1 PSA. The Trustee mayMortgage Loans and REO Properties, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d). In which efforts shall include in the case of information or reports to be furnished by the Master Servicer Mortgage Loans, a letter sent to the Trustee pursuant to Section 3.13(d), 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 that such information action is based on reports to be provided consistent with applicable law. Within 45 days after receipt by the Special Servicer pursuant (or within ten days in the case of a Specially Serviced Mortgage Loan or REO Property) of any annual operating statements with respect to Section 3.13(c) and/or that any Mortgaged Property or REO Property, an NOI Adjustment Worksheet for such reports are 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 Mortgaged Property and REO Property. The Operating Statement Analysis report for each Mortgaged Property is to be prepared and delivered updated by the Special Servicer pursuant and such updated report made available to Section 3.13(c), 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 Trustee within thirty days after receipt 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 updated operating statements for such Mortgaged Property. The Special Servicer will use the reports specified in this Section 3.13"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, including the calculations made therein, shall such updates to be done in accordance with CMSA standards completed and copies thereof sent to the extent applicable theretoTrustee 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 Special Servicer shall perform or cause to be performed 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, 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 20042008, the 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 two (2) 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 once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loan, shall each, consistent with the Servicing StandardStandard 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. 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 PairsCombinations, the Special Master Servicer or the Master Servicer, as applicable, shall forward any of the foregoing financial statements received with respect to the Loan Pair 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; 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. K. Within 30 thirty (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 Loans and the Special Servicer with respect to a Specially Serviced Loan REO Loans 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)) 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 Loans and the Special Servicer with respect to a Specially Serviced Loan REO Properties 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 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 the Windsor Capital Portfolio Loan Pair)Property, as the case may be, to update and normalize the corresponding annual year-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)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 by the Master Servicer until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c)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 second first Business Day prior to after each Determination Date (each a "Special Servicer Reporting Date"), the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports CMSA Special Servicer Loan File with respect to the Specially Serviced 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 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, 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. 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 3.12(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 (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, Trustee (and the Special Servicer andTrustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Pair Directing Holder 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 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042008, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Delinquent Special Servicer Loan Status Report; File, (iiB) a Loan Payoff Notification Report; (iiiC) a CMSA Historical Liquidation Report; Servicer Appraisal Reduction Template, and (ivD) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC ReportServicer Realized Loss Template.
(dc) 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 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 Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case case, if applicable, 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 and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder Certificateholder, the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 as a Servicing Advancefrom 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 each of the REO Properties 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 cost 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 which shall be paid (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 Special Servicer and shall be reimbursable as (ii) all the Serviced Mortgaged Properties relating to a Servicing Advance. Beginning Mortgage Loan with an outstanding principal balance less than $2,000,000 at least once every two calendar years, unless such Mortgaged Property has been inspected in 2004such two-year period by the Special Servicer; provided that, notwithstanding the foregoing, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to perform or cause caused to be performed an inspection on of a Serviced Mortgaged Property if relating to a Mortgage Loan listed on the last reported CMSA Servicer Watchlist at least once per calendar year, unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer in the preceding six monthsServicer. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special 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 shall each forward 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 inspection reports prepared by it ixxxxxxxxx xxxxxxs to the Underwriters 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the TrusteeCertificate Administrator. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in January 2006, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Certificate Administrator described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) The 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), but the failure of the Special Servicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, 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 initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 causes to be delivered to the 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; and (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.
(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 (iiixi) a CMSA Servicer Watch List with information that is current Advance Recovery Report. Such reports shall be in CMSA format (as of the related Determination Date with respect in effect from time to the Loans. The Master Servicer time) and 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 3.12(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 (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 both the Special Servicer Certificate Administrator 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 shall incorporate in the foregoing reports to be provided any information and reports received (by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on date in 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 month of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent such Distribution Date that such information is based on and reports are scheduled 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 the MLMT Series 2005-CKI1 Pooling and Servicing Agreement) from the MLMT Series 2005-CKI1 Applicable Servicer with respect to the extent applicable theretoGlendale 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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004200_, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c), Master Servicer and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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; and (iv) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c), 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 3.13(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 thereto.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 Special Master Servicer shall perform (or cause to be performed 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, 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 Master Servicer shall at its expense perform or cause to be performed performed) a physical inspection of each Mortgaged Property securing a Performing (other than Mortgaged Properties constituting collateral for Specially Serviced Loan: Mortgage Loans) at such times and in such manner as are consistent with the Master Servicer's normal servicing procedures, but in any event (i) at least once every two calendar years in the case of year with respect to each Mortgaged Properties Property securing Loans that have a Mortgage Loan with an outstanding principal balances balance in excess of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; 1,000,000, and (ii) at least once every calendar other year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required with respect to perform or cause to be performed an inspection on a each Mortgaged Property if securing a Mortgage Loan with an outstanding principal balance of less than or equal to $1,000,000. The expense of such Mortgaged Property has been inspected inspections shall be borne by the Master Servicer or the Special Servicer in the preceding six monthswithout reimbursement hereunder. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee and Special Servicer shall the holders of the Controlling Class a copy of each forward copies of any such inspection reports written report prepared by it to during each calendar quarter within 15 days of the Underwriters and the Controlling Class Directing Holder upon request, subject to payment end of a reasonable feesuch quarter.
(b) The Special Servicer shall at its expense perform a physical inspection of each Mortgaged Property as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Special Servicer is aware, (ii) any change in the condition or value of 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 to the Owner Trustee, the Indenture Trustee and the holders of the Controlling Class and to the Master Servicer 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 Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Borrower and review annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties Property, and REO Properties. The Special Servicer shallfinancial statements of such Borrower, promptly following receipt, deliver copies whether or not delivery of such items is required pursuant to the terms of the operating statements and rent rolls received related Mortgage Note or obtained by it to the Master Servicer, and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received Mortgage or obtained by it to the Trusteeotherwise. In addition, the Special Servicer or any Controlling Class Certificateholder, shall cause annual operating statements to be regularly prepared in respect of each case upon requestREO Property and shall collect all such items promptly following their preparation. In addition to the foregoing The Master Servicer 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 each deliver copies of all such materials received or obtained by it pursuant of the foregoing items so collected thereby during a calendar year to the foregoing sentence and this sentence to the Owner Trustee, the Special ServicerIndenture Trustee, any the holders of the 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 on 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 before March 31 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 Reportyear.
(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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
Appears in 1 contract
Samples: Servicing Agreement (Imh Assets Corp Impac CMB Trust 1998 C1 Col Mor Bond 1998 C1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a 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 Mortgage Loan remains a Specially Serviced Mortgage Loan, 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 20042001, the Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing non-Specially Serviced Mortgage Loan: (i) at least once every two 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; less and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedprovided that if, that with respect to any CTL Loan, the Master Servicer will not be required to perform shall gain actual knowledge that Xxxxx'x or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property S&P has been inspected by 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 or shall promptly inspect the Special Servicer in the preceding six monthsrelated Mortgaged Property. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each any Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans, shall each, consistent with the Servicing Standard, 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. In addition to Within 10 days after receipt by the foregoing Special Servicer of any annual operating statements and solely related rent rolls with respect to the any Mortgaged Property securing a Specially Serviced Mortgage Loan Pairsor 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, as applicable, shall each, consistent ) for such Mortgaged Property or REO Property (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, annual operating statements attached thereto 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 lawexhibit). Within 30 60 days after receipt by the Master Servicer of any annual operating statements with respect to any Mortgaged Property or Administered REO Propertysecuring a Mortgage Loan other than a Specially Serviced Mortgage Loan, 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 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, upon request, with the related annual operating statements attached thereto as an exhibit). The 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 a Performing Serviced Loan any Mortgaged Property or REO Property, and commencing for the Special 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 with respect to a Specially Serviced Loan shall prepare (or, if previously prepared, update) and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property securing a Mortgage Loan, other than a Specially Serviced Mortgage Loan and Administered REO Property. The CMSA the Special Servicer shall prepare (or, if previously prepared, update) and maintain one Operating Statement Analysis Report for each such Mortgaged Property securing a Specially Serviced Mortgage Loan and each REO Property is Property. Each Operating Statement Analysis Report or update thereof or related data fields prepared by the Special Servicer shall be delivered to be updated by the Master Servicer or within 10 days of the Special Servicer, as applicable, within 30 days after its 's receipt of updated the operating statements for a Mortgaged Property used in preparing such report or REO Property, as the case may beupdate. The Master Servicer or and the Special ServicerServicer shall each, as applicablein accordance with CMSA standards, 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)Property, as the case may be, to update and normalize the corresponding annual year-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)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 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.
(cb) Not later than 2:00 p.m. (New York City time) on the second first Business Day prior to 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 Administered REO Properties, providing the required information as of the end of the preceding calendar monthrelated Collection Period: (i) a CMSA Property File; and (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 third first Business Day prior to following each Distribution 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 Administered 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 CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA an Historical Liquidation Report; (iv) a CMSA an Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (viv) a CMSA Loan Level Reserve/LOC an REO Status Report.
(dc) Not later than 2:00 p.m. 12:00 noon (New York City time) on the first second Business Day prior to each Distribution Date, the Master Servicer shall deliver or cause to be delivered to the TrusteeTrustee and, upon request, to the Rating Agencies, the Special Servicer and, upon request, and any Controlling Class Certificateholder: (i) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(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 related information 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 LoansDate. 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 3.12(b3.11(g) and/or 4.03(d), 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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, the Special Servicer and any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(b), so long as 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 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) 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 thereto.
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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan. Each of the Master Servicer for each Mortgage Loan and annually thereafter for so long as the related Loan remains other than a Specially Serviced Loan, the cost of which shall be paid by Mortgage Loan or REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and shall be reimbursable as a Servicing Advance. In additionREO Loan, 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 Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Mortgage Loans that have outstanding with a then current principal balances balance of less than $2,000,000, every other calendar year) beginning in 1999. The Special Servicer and the Master Servicer shall each prepare (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year and, in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: existence
(i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 each forward copies 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 such inspection reports prepared by it 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 Underwriters and Master Servicer, the Controlling Class Directing Holder 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, subject request to payment of a reasonable feeeach Certificateholder and the Depositor.
(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 Mortgage Loans and any REO Properties, providing the required information as of the end of the preceding calendar month: (i) a CSSA Property File Report; and (ii) a Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) 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) (or, as to clauses (iv) and (v) below, only with respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination 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) 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 cause 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, Historical Loss Estimate Report and REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (B) a CSSA Property File Report and a Comparative Financial Status Report, each with the required information as of the end 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 each any Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of all other Mortgage Loans shall each Performing Serviced Loan, shall each, consistent with the Servicing Standard, use reasonable efforts endeavor to obtain quarterly, quarterly and annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties 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, 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 the Controlling Class Certificateholder, Representative 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 or the Special Servicer of any annual operating statements with respect to any Mortgaged Property or Administered REO Property, as applicable, each of 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 and, with respect to any NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Trustee a CMSA Master Servicer, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, 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 a Performing Serviced Loan and the Special Servicer with respect to a Specially Serviced Loan each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis Report for each Mortgaged Property and Administered REO Property, as applicable. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by each of the Master Servicer or and the Special Servicer, as applicable, within 30 thirty days after its respective receipt of updated operating statements for a such Mortgaged Property or REO Property, as the case may be. The Master Servicer or and the Special Servicer, as applicable, Servicer shall each 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports Analyses 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 the Controlling Class Certificateholder, Representative 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by reimbursable first out of Default Charges otherwise payable to the 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Serviced Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042008, 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 a physical an inspection of each all the Serviced Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer. The Special Servicer in the preceding six months. The and each Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material. Each Master Servicer shall, or within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (iiiupon request) and to the Controlling Class Representative (and in the case of a 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 waste committed on requesting Certificateholder and Certificate Owner during normal business hours at the Mortgaged Propertyoffices of the Trustee at all times after Trustee's receipt thereof. The Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and Special Servicer shall each forward deliver copies of any such inspection reports prepared by it to Certificateholders and Certificate Owners. The Special Servicer shall have the Underwriters 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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 ) provide 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 such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary for such Master Servicer to prepare each such Mortgaged Property report and REO Property is any supplemental information to be updated provided 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. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 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 with respect to all Specially Serviced Mortgage 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 Determination 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 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 Special parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 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 Master Servicer the information required by such Master Servicer to prepare its 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 Master Servicer Trustee the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (iv) a CMSA Total Loan Report; (v) a CMSA REO Status Report; and (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.
(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 (iiixi) a CMSA Servicer Watch List with information that is current Advance Recovery Report. Such reports shall be in CMSA format (as of the related Determination Date with respect in effect from time to the Loans. The Master Servicer time) and 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 3.12(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 (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 both the Special Servicer Trustee and the Master ServicerServicers. 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 deliver to make available promptly upon request of 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 other Master Servicer and the Trusteea report setting forth each Advance then outstanding by such Master Servicer. The Master Servicer may, absent manifest error, conclusively rely on No. 2 shall incorporate in the foregoing reports to be provided any information and reports received (by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on date in 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 month of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent such Distribution Date that such information is based on and reports are scheduled 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 the Other Pooling and Servicing Agreement, if such date is at least one Business Day prior to the extent applicable theretodate 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 Special Servicer shall perform or cause to be performed 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, 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 2004___, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. In addition to the foregoing and solely with respect to the _______________ Loan PairsPair, 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 PairsPair, to the related _______________ Companion Loan NoteholdersNoteholder, 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 (other than the _______________ 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 Trustee, upon request, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, with 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 (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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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.
(cb) 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 PropertiesProperties (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 Administered 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 and Corrected Mortgage Loan Report; and (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) Not later than 2:00 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 and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(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 Loansa 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 3.12(b3.11(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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(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 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed 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 annually thereafter for so long as (and, in cases where the related Mortgage Loan remains has become a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the such Special Servicer shall continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property at least once per calendar year, year thereafter for so long as the cost of which 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 paid entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by the Special Servicer and shall be reimbursable it in connection with each such inspection as a Servicing AdvanceAdvances. Beginning in 20042007, the Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Loans that have outstanding each Mortgage Loan with an unpaid principal balances balance of (or Mortgaged Properties having allocated loan amounts of) under $2,000,000 or less; and (ii) at least 2,000,000, once every calendar year in the case of all other such Mortgaged Properties; providedtwo years), 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 by the Master Servicer or the Special Servicer in has not already done so during that period pursuant to the preceding six monthssentence. The Master Servicer and the Special Servicer shall each prepare (and, promptly prepare or cause to be prepared and following preparation deliver to the Trustee and each other Controlling Class Representative and, with respect to the Special Servicer, to the Master Servicer; provided, that such report, complete with photographs, shall be delivered to 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 Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the such Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value occupancy of the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonableaccordance with the Servicing Standard, good faith judgment, is aware and that it considers material, or (iii) any waste committed on the Mortgaged PropertyProperty of which such Master Servicer or Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware and that it considers material. The Master Servicer and the Special Servicer shall each forward copies of any such inspection reports prepared by it deliver to the Underwriters Trustee, upon written request, and the Controlling Class Directing Holder Representative, a copy (or image in suitable electronic media) of each such written report prepared by it (provided, that such report, complete with photographs, shall be delivered to the Controlling Class Representative upon request), subject within 30 days following the later of completion of the related inspection if the inspection is performed by such 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 request from such Master Servicer or Special Servicer, as applicable, and, to payment 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 Ownership Interest in Certificates held thereby, any Certificate Owner, a reasonable feecopy (or image in suitable electronic media) of each such written report prepared by the Master Servicer or the Special Servicer.
(b) The Commencing with respect to the calendar quarter ended September 30, 2006, the Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Borrower quarterly and annual operating statements, annual and other periodic operating statements budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and quarterly and annual financial statements of such Borrower, whether or 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 PropertiesProperty and shall collect all such items promptly following their preparation. The Special Servicer shall, promptly following receipt, shall deliver copies (or images in suitable electronic media) of all of the operating statements and rent rolls received 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 shall promptly deliver copies of from the operating statements and rent rolls received related Borrower 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 Servicerotherwise, as applicable, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports a Performing Mortgage Loan for retail tenants, 24-month rolling lease expiration schedules, reserve balances and capital expenditure statements, which it acts 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 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 acts as Special Servicer, 30 days) after receipt by the Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or Administered REO Property, the such 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, 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 (Property, together with, upon requestif so requested, the related quarterly or annual operating statements attached thereto as an exhibit)statements. 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 ServicerIf, 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 Mortgage Loan (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Paira Specially Serviced Mortgage Loan), 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 has any questions for the related Borrower based upon the information received by such Special Servicer pursuant to Section 3.12(a) or any Controlling Class Certificateholder3.12(b), the Master Servicer shall, in each case upon requestthis 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 4:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer 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 Loans serviced by such Special Servicer and any Administered related REO Properties, providing the required information as of the end of the preceding calendar monthsuch Determination Date: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status ReportLoan Periodic Update File (which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name). Not later than 2:00 At or before 4:00 p.m. (New York City time) on the third Business Day prior to each Distribution Determination Date, the 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 LoansMortgage Loans and any REO Properties, any Administered REO Properties and, providing the information required of such Special Servicer pursuant to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
Section 3.12(e) as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification CMSA Comparative Financial Status 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 (viv) 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042008, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Delinquent Special Servicer Loan Status Report; File, (ii) a Loan Payoff Notification Report; (iiiB) a CMSA Historical Liquidation Report; Servicer Appraisal Reduction Template, and (ivC) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC ReportServicer Realized Loss Template.
(dc) 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 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 Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case case, if applicable, 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 and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder Certificateholder, the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042009, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Mortgage Loan Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. In addition, with respect to the Chevy Chase Center Trust Mortgage Loan, the Master Servicer shall make written requests therefor in accordance with Section 8.15(s). 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 . 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 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. 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 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 Performing Mortgaged Property that secures a Serviced Loan Mortgage Loan) and the Special Servicer (with respect to a Specially Serviced Loan an Administered REO Property) shall prepare or update and forward to the Trustee a 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 ; provided, that solely with respect to a Performing Mortgaged Property that secures a Specially Serviced Loan Mortgage Loan, the Master Servicer shall prepare such CMSA NOI Adjustment Worksheet based upon information gathered by itself and the Special Servicer Servicer. The Master Servicer, with respect to a Specially Mortgaged Property that secures a Serviced Loan Mortgage Loan, and the Special Servicer, with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such Mortgaged Property and Administered REO Property; provided, that solely with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan, the Master Servicer shall prepare such CMSA Operating Statement Analysis Report based upon information gathered by itself and the Special Servicer. 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Delinquent Special Servicer Loan Status ReportFile; and (ii) a Loan Payoff Notification Report; (iiiB) 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 ReportServicer Realized Loss Template.
(dc) 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, absent manifest error, 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 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 Appraisal Reduction Template, CMSA Delinquent Loan Status Report, 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 Report, Loan Payoff Notification Report, CMSA Servicer Watch List and CMSA Total Loan Report (in each case case, if applicable, 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 and/or REO Property; and (iii) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder Certificateholder, the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
(g) If the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provision of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (i) physically delivering a paper copy of such statement, report or information (ii) delivering such statement, report or information in a commonly used electronic format or (iii) other than with respect to a delivery by the Master Servicer to the Special Servicer or a delivery by the Special Servicer to the Master Servicer, making such statement, report or information available on such servicer's internet website and delivering notice to the intended recipient of such availability and the location of such website, unless this Agreement expressly specifies a particular method of delivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2008-C1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, the cost of which provided that such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable 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 Servicing Advance. In addition, Specially Serviced Mortgage Loan or REO Loan and the Special Servicer shall perform or cause to be performed a physical inspection of for each of the Specially Serviced Mortgage Loan and 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Mortgage Loans that have outstanding with a then current principal balances balance of less than $2,000,000, every other calendar year) beginning in 2000. The Special Servicer and the Master Servicer shall each prepare (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year and, in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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 following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee which will include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan shall prepare or update and forward to copy of which notice will be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, Properties providing the required information as of the end of the preceding calendar month: (i) a CMSA Property FileFile Report; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation an REO Status Report; , and (iv) a CMSA Historical Delinquent Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property FileFile Report and a Comparative Financial Status Report, CMSA Financial File, CMSA Loan Set-up File each with the required information as of the end of the preceding calendar month (if modifiedin each case combining the reports prepared by the Special Servicer and the Master Servicer), CMSA ; (C) a Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification 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 (iiiD) a CMSA Servicer Watch List Report with the required information that is current as of such Determination Date. Not later than 4:00 p.m. (New York City time) on the related Determination Date with respect to third Business Day of each calendar month, 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Trustee (in electronic format acceptable to the Master Servicer determines, in its reasonable judgment, that information regarding and the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting PackageTrustee) 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).an Interim Delinquent Loan Status Report. 103
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan File Report to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (ffollowed 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 preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoTrustee, the Special Servicer or the 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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property (other than the GIC Office 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, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 Servicer, the 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. 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 Certificateholder and any Serviced Non-Trust Mortgage Loan Pairs, to the related Companion Loan NoteholdersNoteholder, 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 (other than the GIC Office 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 shall prepare or update and forward to the Trustee a 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 GIC Office Mortgaged Properties) 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 (on a monthly basis) during any period in respect of which Exchange Act Reports are being filed as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c)with the Commission, and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, providing the required information as of the end of the preceding calendar monthrelated Determination Date: (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, 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; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 Loansforegoing 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 GIC Office Servicing Agreement) from the applicable GIC Office Servicer with respect to the GIC Office Trust Mortgage Loan or any GIC Office REO 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 3.12(b3.11(g) and/or 4.03(d), 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 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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to the GIC Office Trust Mortgage Loan, conclusively rely on the reports to be provided by the 2003-C1 Master a GIC Office Servicer pursuant to the 2003-C1 PSA. GIC Office Servicing Agreement.. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) or by a GIC Office Servicer pursuant to the GIC Office Servicing Agreement and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(b), so long as the Master Servicer and the Special Servicer 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 GIC Office Servicer, as applicable, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement or a GIC Office Servicer's failure to provide any report required to be provided to the holder of the GIC Office Trust Mortgage Loan pursuant to the GIC Office Servicing Agreement, as applicable.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed 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 annually thereafter for so long as (and, in cases where the related Mortgage Loan remains has become a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the such Special Servicer shall continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property at least once per calendar year, year thereafter for so long as the cost of which 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 paid entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by the Special Servicer and shall be reimbursable it in connection with each such inspection as a Servicing AdvanceAdvances. Beginning in 20042008, the Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Loans that have outstanding each Mortgage Loan with an unpaid principal balances balance of (or Mortgaged Properties having allocated loan amounts of) under $2,000,000 or less; and (ii) at least 2,000,000, once every calendar year in the case of all other such Mortgaged Properties; providedtwo years), 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 by the Master Servicer or the Special Servicer in has not already done so during that period pursuant to the preceding six monthssentence. The Master Servicer and the Special Servicer shall each prepare (and, promptly prepare or cause to be prepared and following preparation deliver to the Trustee and each other Controlling Class Representative and, with respect to the Special Servicer, to the Master Servicer; provided, that such report, complete with photographs, shall be delivered to 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 Mortgaged Property and that specifies contains the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change information called for in the condition or value of the Mortgaged standard CMSA Property that the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged PropertyInspection Form. The Master Servicer and the Special Servicer shall each forward copies of any such inspection reports prepared by it deliver to the Underwriters Trustee, upon written request, and the Controlling Class Directing Holder Representative, a copy (or image in suitable electronic media) of each such written report prepared by it (provided, that such report, complete with photographs, shall be delivered to the Controlling Class Representative upon request), subject to payment within 30 days following the later of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each completion of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of inspection if the operating statements and rent rolls received or obtained inspection is performed 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 or receipt of updated operating statements for the related inspection report if the inspection is performed by a Mortgaged Property or REO Propertythird-party. Upon request, as the case may be. The Trustee shall request from such 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 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 Rating AgenciesDepositor, the Special Servicer and, upon requestrelated Mortgage Loan Seller, any Controlling Class Certificateholder: (i) Certificateholder or, if 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 reports updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances Trustee has in accordance with Section 3.12(b), 4.03(d5.06(b) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. If confirmed the Master Servicer determines, Ownership Interest 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, the Special Servicer and, upon requestCertificates held thereby, any Controlling Class Certificateholder Certificate Owner, a copy (or Loan Pair Directing Holder the reports set forth image in Section 3.13(dsuitable electronic media) 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 of each such written report prepared 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains Master Servicer (in the case of a non-Specially Serviced Mortgage Loan, the cost of which shall be paid by ) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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, promptly following receiptprovided, deliver copies that the Special Servicer obtains the approval of the operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same Person or Affiliatescalendar 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 have no obligation to provide make 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 inquiry of any report required Mortgagor under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and any related Mortgage Loan as 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 theretomay reasonably request.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.the
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, the cost of which provided that such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable 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 Servicing Advance. In addition, Specially Serviced Mortgage Loan or REO Loan and the Special Servicer shall perform or cause to be performed a physical inspection of for each of the Specially Serviced Mortgage Loan and 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding with a then current principal balances of balance (or Mortgaged Properties having allocated loan amounts ofamount) of less than $2,000,000 or less; and (iiat the time of such inspection, every other calendar year) at least once every calendar year beginning in the case of all other such Mortgaged Properties2003; provided, that however, the Master Servicer will shall not be required to perform or cause to be performed an inspection on a inspect any Mortgaged Property if such Mortgaged Property that has been inspected by the Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) Certificate Owners. The Special Servicer, in Servicer shall have the case of each 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 Loan and each REO Loan that was previously a 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 case of each Performing Serviced Loansame calendar year. If the Special Servicer performs such inspection, such inspection shall each, consistent with satisfy the Servicing Standard, use reasonable efforts Master Servicer's inspection obligations pursuant to obtain quarterly, annual and other periodic operating statements and rent rolls with this paragraph (a). With respect to each site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the related Mortgaged Properties and REO PropertiesSpecial Servicer may reasonably request. The Special Servicer shall, promptly following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative and the Master Servicer Trustee which shall promptly deliver copies of the operating statements and rent rolls received or obtained by it include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan copy of which notice shall prepare or update and forward to be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation Report; an REO Status Report and (iv) a CMSA Historical Delinquent 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 4:00 p.m. (New York City time) on the first second Business Day prior 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 Special Servicer) an Interim Delinquent Loan Status Report.
(c) Not later than 4:00 p.m. (New York City time) on the third Business Day after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA a Comparative Financial Status Report and Loan Payoff Notification Report CMSA Financial File, each with the required information as of the 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); (D) a Watch List Report with the required information as of such Determination Date and (iiiE) a CMSA Servicer Watch List with information that is current as 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 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Trustee (in electronic format acceptable to the Master Servicer determines, in its reasonable judgment, that information regarding and the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting PackageTrustee) 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)an Interim Delinquent Loan Status Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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, a letter sent to the related Mortgagor each quarter (ffollowed up with telephone calls) requesting such quarterly and annual operating statements, budgets and rent rolls until they are received to the extent such action is consistent with applicable law and the related Mortgage Loan documents. The preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements, budgets and maintenance rent rolls received or obtained by it 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 of all shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoTrustee, the Special Servicer or the 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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by reimbursable first out of Default Charges otherwise payable to the 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042007, 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 a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer. The Special Servicer in the preceding six months. The and each Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, or deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (iiiupon 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 waste committed on requesting Certificateholder and Certificate Owner during normal business hours at the Mortgaged Propertyoffices of the Trustee at all times after Trustee's receipt thereof. The Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and Special Servicer shall each forward deliver copies of any such inspection reports prepared by it to Certificateholders and Certificate Owners. The Special Servicer shall have the Underwriters 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 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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 ) provide 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 such information in its possession regarding the Special Servicer with respect to a Specially Serviced Loan shall prepare or update Mortgage Loans and forward to the Trustee a CMSA NOI Adjustment Worksheet REO Properties as may be necessary 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 prepare each report 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 any supplemental information to be updated provided 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. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 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 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 Determination 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 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 Special parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 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). 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 Master Servicer Trustee the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (viv) a CMSA REO Status Report; and (v) a CMSA Servicer Watch List; (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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.;
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Trust Mortgage Loan (i) becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Trust Mortgage Loan, the cost of which shall be paid by the Special Servicer and ; provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges received with respect to the related Trust Mortgage Loan in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advance. In additionan Additional Trust Fund Expense (except to the extent, 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 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 two calendar years in the case of Mortgaged Properties securing Loans a B-Note Non-Trust Mortgage Loan, that have outstanding principal balances 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 related 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 (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provideda Master Servicer, that the Master Servicer will not be required to at its expense) perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six months. The 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 all the Mortgaged Property and that specifies the existence of: Properties at least once per calendar year (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Serviceror, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 securing a Performing Serviced Trust Mortgage Loan and the Special Servicer with respect to (other than a Specially Serviced Loan shall prepare Trust Mortgage Loan) with a then-current principal balance (or update and forward to allocated loan amount) of less than $2,000,000 at the Trustee a CMSA NOI Adjustment Worksheet for time of such Mortgaged Property or REO Property (withinspection, upon requestevery other calendar year) beginning in 2007; provided, however, 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 required to a delay in providing the reports required by Section 3.13(d) caused inspect any Mortgaged Property that has been inspected by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
Servicer during the immediately preceding six (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 thereto.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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special The Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each of the REO Properties Mortgaged Property at least once per calendar year, the cost of which shall be paid by if the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning has not already done so in 2004, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required pursuant to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six monthssentence. The Master Servicer and or Special Servicer, as the Special Servicer case may be, 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and the Special Servicer shall each forward copies deliver to the Trustee, and in the case of the Special Servicer, to the Master Servicer, the Majority Subordinate Certificateholder (if such person is not then the Special Servicer), and any Sub-Servicers of such inspection reports Specially Serviced Mortgage Loan, or REO Property, a copy of each such written report prepared by it within 30 days of the related inspection, and the Master Servicer shall cause the same to be delivered, within 10 days after its receipt thereof, to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeDepositor.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Mortgagor annual operating statements, annual and other periodic operating statements budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and financial statements of such Mortgagor, whether or not 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 PropertiesProperty and shall collect all such items promptly following their preparation. The Special Servicer shall, promptly following receipt, shall deliver copies of all of the operating statements and rent rolls received or obtained by it foregoing items so collected thereby to the Trustee, the Master ServicerServicer and any Sub-Servicers, and the Master Servicer shall promptly deliver copies cause the same to be delivered, within 10 days after its receipt thereof, to the Depositor and the Majority Subordinate Certificateholder (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 thereof, 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 (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 operating statements 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 rent rolls received on a net square footage basis in all other cases or obtained by it 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 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 Master Servicer and the Master ServicerDepositor); (ii) in accordance with Exhibit E-1, as applicable, shall each, consistent with calculate the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports Net Operating Income 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 ; and (iii) calculate the "Normalized" column from Debt Service Coverage Ratio for the CMSA NOI Adjustment Worksheet for any such Mortgaged Property related Mortgage Loan or REO Property (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)Loan, 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 . The Updated Mortgage 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 Schedule 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 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 Trustee, 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 or any Controlling Class Certificateholder, in each case upon requestto 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 Paying Agent.
(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 If the Master Servicer is not the following reports with respect to the Specially Serviced Loans and any Administered REO PropertiesPaying Agent, 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 not later than 2:00 p.m. (New York City time) on the third fourth Business Day prior to following 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 Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, Paying Agent (for receipt by 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 modifiedPaying Agent not later than such fourth Business Day following each Determination Date), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report by electronic transmission (or in each case combining such other form to which the reports prepared by the Special Servicer Paying Agent and the Master ServicerServicer 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 (iii) a CMSA Servicer Watch List with information that is current complete Updated Mortgage Loan Schedule, substantially in the form of Exhibit E-2, prepared as of if the related Determination Date with respect were the Cut-off Date and setting forth, among other things, the items referred to in the Loans. The Master Servicer shall include on one definition of such reports updated information "Mortgage Loan Schedule", as of well as the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances items referred to in accordance with Section 3.12(b), 4.03(dfurther identifying on such schedule each Mortgage Loan (i) and/or 4.03A(dthat has become an REO Loan, and the date of the related REO Acquisition and (ii) that matured, prepaid in full or (whether before or after an REO Acquisition) was otherwise liquidated during the Collection Period ending on such information to be presented on a loan-by-loan basis. If the Master Servicer determinesDetermination Date and, in its reasonable judgmenteach case, that information regarding specifying the Mortgage Loans date of the related maturity, prepayment or Liquidation Event, the amount collected in connection therewith and REO Properties (the amount of any Realized Loss and/or Additional Trust Fund Expenses incurred in addition to the information otherwise required to be contained in the CMSA Investor Reporting Package) should be disclosed to Certificateholders and Certificate Ownersconnection therewith. The Master Servicer, 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 on each Distribution Date, shall deliver to the Master Servicer Depositor a copy of 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 Updated Mortgage 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this AgreementSchedule.
(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 thereto.
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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, 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 at its expense perform or cause to be performed a physical an inspection of each of the REO all other Mortgaged 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each 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 prepared by it to the Underwriters Master Servicer upon request. The Special Servicer will, promptly after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to the Master Servicer and the Controlling Class Directing Holder upon requestTrustee 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, subject a copy of which notice will be provided by the Trustee to payment of a reasonable feeeach Certificateholder, each Rating Agency, the Depositor and the Underwriter.
(b) The Special Servicer, Servicer in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loanall Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Mortgagor annual, annual quarterly and other periodic monthly operating statements statements, budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and financial statements of such 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 PropertiesProperty and shall collect all such items promptly following their preparation. The Special Servicer shall, promptly following receipt, deliver shall make copies of all of the operating statements foregoing items so collected thereby available for review by Certificateholders during normal business hours at the offices of the Special Servicer and rent rolls received or obtained by it 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, and the Majority Subordinate Certificateholder or any holder of the Class F, Class G or Class H Certificates. If requested by the Master Servicer, the Special Servicer shall promptly deliver copies 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 operating statements 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 rent rolls received on a net square footage basis in all other cases or obtained by it on any other basis that the Special Servicer deems appropriate in accordance with the Servicing Standard and identifies 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 Master Servicer and the Master ServicerDepositor); (ii) in accordance with Exhibit E-1, as applicable, shall each, consistent with calculate the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports Net Operating Income 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 ; and (iii) calculate the "Normalized" column from Debt Service Coverage Ratio for the CMSA NOI Adjustment Worksheet for any such Mortgaged Property related Mortgage Loan or REO Property (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)Loan, as the case may be, . The Updated Mortgage Loan Schedule to update and normalize be prepared each month by the corresponding annual year-end information in Special Servicer pursuant to Section 3.12(c) shall reflect the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received most recent calculations made by the Special Servicer pursuant to the preceding sentence with respect to any 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 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 propertycalculations were made. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are All information to be forwarded provided by the Special Servicer 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 under this Section shall be provided not later than five Business Days prior to the Trustee, date that the Special Master Servicer or any Controlling Class Certificateholder, in each case upon requestis required to deliver such information to the Paying Agent.
(c) Not later than 2:00 p.m. (New York City time) P.M. on the second fourth Business Day prior to following each Determination Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer Servicer, the following reports with respect to Trustee and the Specially Serviced Loans Rating Agencies (for receipt by the Master Servicer, the Trustee 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 Rating Agencies not later than 2:00 p.m. (New York City time) on the third such fourth Business Day prior following each Determination Date), by electronic transmission (or in such other form 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 which the Trustee, the Rating AgenciesMaster Servicer, 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 ServicerRating 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 (iii) a CMSA Servicer Watch List with information that is current complete Updated Mortgage Loan Schedule, substantially in the form of Exhibit E-2, prepared as of if the related Determination Date with respect were the Cut-off Date and setting forth, among other things, the items referred to in the Loans. The Master Servicer shall include on one definition of such reports updated information "Mortgage Loan Schedule", as of well as the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances items referred to in accordance with Section 3.12(b), 4.03(dfurther identifying on such schedule each Mortgage Loan (i) 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 has become an 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 ServicerLoan, and the Master Servicer shall deliver to date of the Trusteerelated REO Acquisition and (ii) 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 Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth amount collected in Section 3.13(d) in an electronic format reasonably acceptable to the Master Servicer connection therewith 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 amount 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) any Realized Loss and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c), 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 Additional Trust Fund Expenses incurred 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 Agreementconnection therewith.
(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, Mortgage Loans other than the cost of which shall be paid by Non-Serviced Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received 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 obtained by it (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 Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee in order 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 effectuate 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 requesttransfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; and , (viiv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist Report 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 required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the applicable required information as of such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c). The 3.12(b) and this Section 3.12(d) and the 2005-C19 Master Servicer, the LB-UBS 2005-C3 Master Servicer may, absent manifest error, conclusively rely on and the reports MSCI 2005-HQ6 Master Servicer to the extent required to be provided by the 2003-C1 Master Servicer pursuant to the 20032005-C1 PSAC19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement and the MSCI 2005-HQ6 Pooling and Servicing Agreement, as the case may be. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (fi) in the case of Mortgage Loans other than the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan, 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 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan, a letter sent to the 2005-C19 Master Servicer, the LB-UBS 2005-C3 Master Servicer and the MSCI 2005-HQ6 Master Servicer, respectively, to provide such information to the extent required to be delivered pursuant to the related Intercreditor Agreement. The preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 or 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 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan), each of the Master Servicer and the Special Servicer of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan), shall be done in accordance 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 CMSA standards respect to the extent AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio 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 2005-C19 Master Servicer, the LB-UBS 2005-C3 Master Servicer or the MSCI 2005-HQ6 Master Servicer related to the AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan, respectively. 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 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 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 theretoPari Passu Loan Intercreditor Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C20)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Trust Mortgage Loan (i) becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Trust Mortgage Loan, the cost of which shall be paid by the Special Servicer and ; provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges received with respect to the related Trust Mortgage Loan in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advance. In additionan Additional Trust Fund Expense (except to the extent, 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 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 two calendar years in the case of Mortgaged Properties securing Loans a Serviced Non-Trust Mortgage Loan, that have outstanding principal balances 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 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 (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provideda Master Servicer, that the Master Servicer will not be required to at its expense) perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six months. The 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 all the Mortgaged Property and that specifies the existence of: Properties at least once per calendar year (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Serviceror, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 securing a Performing Serviced Trust Mortgage Loan and the Special Servicer with respect to (other than a Specially Serviced Loan shall prepare Trust Mortgage Loan) with a then-current principal balance (or update and forward to allocated loan amount) of less than $2,000,000 at the Trustee a CMSA NOI Adjustment Worksheet for time of such Mortgaged Property or REO Property (withinspection, upon requestevery other calendar year) beginning in 2008; provided, however, 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 required to a delay in providing the reports required by Section 3.13(d) caused inspect any Mortgaged Property that has been inspected by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
Servicer during the immediately preceding six (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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, the cost of which provided that such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable 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 Servicing Advance. In addition, Specially Serviced Mortgage Loan or REO Loan and the Special Servicer shall perform or cause to be performed a physical inspection of for each of the Specially Serviced Mortgage Loan and 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan: ) with a then current principal balance (ior allocated loan amount) of less than $2,000,000 at least once the time of such inspection, every two other calendar years year) beginning in 2002. The Special Servicer and the Master Servicer shall each prepare (and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) Certificate Owners. The Special Servicer, in Servicer shall have the case of each 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 Loan and each REO Loan that was previously a 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 case of each Performing Serviced Loansame calendar year. If the Special Servicer performs such inspection, such inspection shall each, consistent with satisfy the Servicing Standard, use reasonable efforts Master Servicer's inspection obligations pursuant to obtain quarterly, annual and other periodic operating statements and rent rolls with this paragraph (a). With respect to each site inspection information, the Master Servicer shall make such inquiry of any Mortgagor under any related Mortgage Loan as the related Mortgaged Properties and REO PropertiesSpecial Servicer may reasonably request. The Special Servicer shall, promptly following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative, the Paying Agent and the Master Servicer Trustee which shall promptly deliver copies of the operating statements and rent rolls received or obtained by it include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan copy of which notice shall prepare or update and forward to be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation an REO Status Report; , and (iv) a CMSA Historical Delinquent 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 4:00 p.m. (New York City time) on the first second Business Day prior 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 Special Servicer) an Interim Delinquent Loan Status Report.
(c) Not later than 4:00 p.m. (New York City time) on the third Business Day after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee, Paying Agent (in electronic format acceptable to the Rating Agencies, Master Servicer and the Special Servicer and, upon request, any Controlling Class Certificateholder: Paying Agent) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, CMSA a Comparative Financial Status Report and Loan Payoff Notification Report CMSA Financial File, each with the required information as of the end of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); and (iiiC) a CMSA Servicer Watch List Delinquent Loan Status Report, each 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 required information as of the applicable such 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 (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 each case combining the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to 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, and the Master Servicer shall deliver or cause to be delivered to the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth Paying Agent (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(cPaying Agent) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed 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 annually thereafter for so long as (and, in cases where the related Serviced Mortgage Loan remains has become a Specially Serviced Mortgage Loan, 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 continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property at least once per calendar year, year thereafter for so long as the cost of which shall be paid by 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 and shall be reimbursable entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as a Servicing AdvanceAdvances and otherwise as contemplated by SECTION 3.05(A). Beginning in 2004____, the Master Servicer shall Servicer, 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedown expense, that the Master Servicer will not be required to shall perform or cause to be performed an inspection on a of each Mortgaged Property (other than the [Separately Serviced Mortgage Loan] Mortgaged Property) at least once every calendar year, in any event if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in has not already done so during that period pursuant to the preceding six monthssentence. The Master Servicer and the Special Servicer shall each prepare (and, promptly prepare following preparation, if there has been a material adverse change in the condition of the subject Mortgaged Property or cause to be prepared and REO Property, as applicable, deliver to the Trustee and each other 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 Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (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 that it considers, in 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 that it considers, in accordance with the Servicing Standard, material. The Master Servicer and the Special Servicer shall each deliver to the other such party, to the Controlling Class Representative and, upon request, to the Trustee a copy (or image in suitable electronic media) of each such written report prepared by the Master Servicer or the Special Servicer, as applicable, in its reasonableeach case within 30 days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or Special Servicer, good faith judgment, considers materialas appropriate, or (iii) any waste committed on receipt of the Mortgaged Property. The Master Servicer and Special Servicer shall each forward copies of any such related inspection reports prepared report if the inspection is performed by it to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feethird party.
(b) The Commencing with respect to the calendar quarter ended __________, ____, the Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Borrower quarterly and annual operating statements, annual and other periodic operating statements budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and quarterly and annual financial statements of such Borrower, whether or 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 PropertiesProperty and shall collect all such items promptly following their preparation. The Special Servicer shall, promptly following receipt, shall deliver copies a copy or images in suitable electronic media of all of the operating statements and rent rolls received foregoing items so collected or obtained by it to the Master ServicerServicer 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 Special Servicer pursuant to the 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 shall promptly deliver copies of from the operating statements and rent rolls received related Borrower 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 Servicerotherwise, 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 Servicera Performing Serviced Mortgage Loan, 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 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 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 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 (withProperty, upon request, together with the related quarterly or 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 requeststatements.
(c) Not later than 2:00 p.m. (New York City time) on the second first Business Day prior to 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 the any Specially Serviced Mortgage Loans and any Administered REO PropertiesProperties that are then part of the Trust Fund, providing the required information as of the end of the preceding calendar monthsuch Determination Date: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status ReportLoan Periodic Update File (which, in each case, if applicable, will identify each subject Mortgage Loan by loan number and property name). Not later than At or before 2:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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 those Specially Serviced Loans, any Mortgage Loans and 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 are then part of the related Determination Date with respect to Trust Fund, providing the Loans. The Master Servicer shall include on one of such reports updated information as required 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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; and (iv) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by reimbursable first out of Default Charges otherwise payable to the 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Serviced Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042008, 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 a physical an inspection of each all the Serviced Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer. The Special Servicer in the preceding six months. The and each Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, or deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (iiiupon 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 waste committed on requesting Certificateholder and Certificate Owner during normal business hours at the Mortgaged Propertyoffices of the Trustee at all times after Trustee's receipt thereof. The Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and Special Servicer shall each forward deliver copies of any such inspection reports prepared by it to Certificateholders and Certificate Owners. The Special Servicer shall have the Underwriters 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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 ) provide 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 such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary for such Master Servicer to prepare each such Mortgaged Property report and REO Property is any supplemental information to be updated provided 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. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in May 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 Determination 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 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 Special 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 Master Servicer Trustee the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (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 (vixiii) 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 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 WBCMT Series 2007-C30 Pooling and Servicing Agreement) from the WBCMT Series 2007-C30 Applicable Servicer with respect to the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan.
(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 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 (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 Servicers the reports set forth in Section 3.13(c3.12(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 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 each Master Servicer and the Trustee. The Each 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 may3.12(b) and this Section 3.12(d) and, absent manifest errorwith respect to the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan, conclusively rely on the reports to be provided by the 2003WBCMT Series 2007-C1 Master C30 Applicable Servicer pursuant to the 2003WBCMT Series 2007-C1 PSAC30 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update Files to be provided by the Master Servicer Servicers pursuant to Section 3.13(d3.12(c). In the case of information or reports to be furnished by the Master Servicer Servicers to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is or reports are based on information or reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c)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, so long as the Master Servicer and the Special Servicer are not the same Person or Affiliates, the neither Master Servicer shall have no an obligation to provide such information or reports to the Trustee until it has received such information or reports from the Special Servicer or the WBCMT Series 2007-C30 Applicable Servicer, as applicable, and the neither Master Servicer shall not be in default hereunder due to a delay in providing the reports information required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any information or report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement or the WBCMT Series 2007-C30 Applicable Servicer's failure to provide any information or report required to be provided to the holder of the Peter Cooper Village axx Xxxxxxxxxt Town Trust Mortgage Loan pursuant to the WBCMT Series 2007-C30 Pooling and Servicing Agreement.
(f) The preparation and maintenance by the , but neither Master Servicer and 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 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 Serviced Mortgage Loan, and the applicable Master Servicer, in the case of each non-Specially Serviced Mortgage Loan, shall make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Mortgagor, whether or 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 reports specified in this Section 3.13, including the calculations made therein, shall be done in accordance with CMSA standards foregoing items so collected or obtained by it to the extent applicable theretoMaster 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 Special Servicer pursuant to the immediately 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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042005, 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 a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special 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 each forward obtain from the Master Servicer and deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further, that the Master Servicer and the Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and REO Property is to Properties as may be updated by necessary for 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in July 2005, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the following CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in each case with respect to the all Specially Serviced Mortgage Loans and any Administered the 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 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 (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).
(ec) 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, no later than 1:00 p.m. New York City time on the Special 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 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 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 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Serviced Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 2004______, 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 a physical an inspection of each all the Serviced Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special 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 each forward obtain from the Master Servicer and deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further, that the Master Servicer and the Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in ________ _______, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) The 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), but the failure of the Special Servicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, 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 initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 causes to be delivered to the 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; and (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.
(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 (iiixi) a CMSA Servicer Watch List with information that is current Advance Recovery Report. Such reports shall be in CMSA format (as of the related Determination Date with respect in effect from time to the Loans. The Master Servicer time) and 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 3.12(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 (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 both the Special Servicer Trustee 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 shall incorporate in the foregoing reports to be provided any information and reports received (by the Special Servicer pursuant to Section 3.13(c). The Master Servicer may, absent manifest error, conclusively rely on date in 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 month of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d), to the extent such Distribution Date that such information is based on and reports are scheduled 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 the [Other Series] Pooling and Servicing Agreement) from the [Other Series] Applicable Servicer with respect to the extent applicable thereto[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 Special Servicer shall perform or cause to be performed 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, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042005, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 Servicer, the 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. 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 Certificateholder and any such Serviced Non-Trust Mortgage Loan Pairs, to the related Companion Loan NoteholdersNoteholder(s), 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 (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 shall prepare or update and forward to the Trustee a 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 8.15(c), and are otherwise to be made available by the Master Servicer or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 Loansforegoing 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 Two Penn Plaza Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(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 it 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 forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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.
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to the Two Penn Plaza Trust Mortgage Loan, conclusively rely on the reports to be provided by the 2003-C1 Master a Two Penn Plaza Servicer pursuant to the 2003-C1 PSATwo 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 3.13(d)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(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 3.13(c3.12(b), so long as the Master Servicer and the Special Servicer 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 Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement or a Two Penn Plaza Servicer's failure to provide any report required to be provided to the holder of the Two Penn Plaza Trust Mortgage Loan pursuant to the Two Penn Plaza Servicing Agreement, as applicable.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C6)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed 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, 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 20042008, the 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 two (2) 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 once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loan, shall each, consistent with the Servicing StandardStandard 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. 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 PairsCombinations, the Special Master Servicer or the Master Servicer, as applicable, shall forward any of the foregoing financial statements received with respect to the Loan Pair 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; 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. K. Within 30 thirty (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 Loans and the Special Servicer with respect to a Specially Serviced Loan REO Loans 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)) 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 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 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 the Windsor Capital Portfolio a Non-Serviced Loan PairCombination), as the case may be, to update and normalize the corresponding annual year-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 a Non-Serviced Loan PairCombination), 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 by the Master Servicer until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c)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 second first Business Day prior to after each Determination Date (each a "Special Servicer Reporting Date"), the Special Servicer shall deliver or cause to be delivered to the Master Servicer the following reports CMSA Special Servicer Loan File with respect to the Specially Serviced 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 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, 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. 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 3.12(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 (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, Trustee (and the Special Servicer andTrustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Pair Directing Holder 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 2003-C1 applicable Lead Master Servicer pursuant to the 2003-C1 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 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 applicable 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. (a) The Special Servicer shall perform or cause to be performed 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, 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 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loan, shall each, consistent with the Servicing StandardStandard and to the extent permitted under the 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. In addition to the foregoing and solely with respect to the Loan PairsGroups, the Special Servicer and the Master Servicer, as applicable, shall each, consistent with the Servicing StandardStandard 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 PairsGroups, to the related Companion Loan Noteholders, in each case upon request; provided that, with respect to the Loan PairsGroups, the Special Master Servicer or the Master Servicer, as applicable, shall forward any of the foregoing financial statements received with respect to the Loan Pair 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 Pair Group 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 a Non-Serviced Loan PairGroup), 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 a Non-Serviced Loan PairGroup), 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)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 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; 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 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 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; (viv) a CMSA REO Status Report; and (viv) 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. 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 3.12(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 (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, Trustee (and the Special Servicer andTrustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Pair Group Directing Holder 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 applicable Lead Master Servicer pursuant to the 2003-C1 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The applicable Special Servicer shall perform or cause to be performed 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 annually thereafter for so long as (and, in cases where the related Mortgage Loan remains has become a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the such Special Servicer shall continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property at least once per calendar year, year thereafter for so long as the cost of which 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 paid entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by the Special Servicer and shall be reimbursable it in connection with each such inspection as a Servicing AdvanceAdvances. Beginning in 20042003, the applicable Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Loans that have outstanding each Mortgage Loan with an unpaid principal balances balance of (or Mortgaged Properties having allocated loan amounts of) under $2,000,000 or less; and (ii) at least 2,000,000, once every calendar year in two years), if the case of all other such Mortgaged Propertiesapplicable Special Servicer has not already done so during that period pursuant to the preceding sentence. Each Master Servicer and each Special Servicer shall prepare (and, promptly following preparation deliver to the Controlling Class Representative and, with 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 Master Servicer will not be required to perform or cause to be performed Controlling Class Representative in an inspection on a Mortgaged Property if electronic format, exclusive of photographs that are part of such Mortgaged Property has been inspected by report, until such time as the Co-op Master Servicer or Co-op Special Servicer, as the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer case may be, has established a website where such photographs can be viewed, provided, further, however, that such report, complete with photographs, shall each promptly prepare or cause to be prepared and deliver delivered to the Trustee and each other 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 Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the such Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value occupancy of the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonableaccordance with the Servicing Standard, good faith judgment, is aware and that it considers material, or (iii) any waste committed on the Mortgaged PropertyProperty of which such Master Servicer or Special Servicer, as the case may be, in accordance with the Servicing Standard, is aware and that it considers material. The Each Master Servicer and each Special Servicer shall each forward copies of any such inspection reports prepared by it deliver to the Underwriters Trustee, upon written request, and the Controlling Class Directing Holder Representative, a copy (or image in suitable electronic media) of each such written report prepared by it (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), subject within 30 days following the later of completion of the related inspection if the inspection is performed by such 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 request from such Master Servicer or Special Servicer, as applicable, and, to payment 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 Ownership Interest in Certificates held thereby, any Certificate Owner, a reasonable feecopy (or image in suitable electronic media) of each such written report prepared by a Master Servicer or a Special Servicer.
(b) The Commencing with respect to the calendar quarter ended March 31, 2003, the applicable Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the General Master Servicer, in the case of each Performing Serviced Mortgage Loan that is a General Mortgage Loan, shall eachmake reasonable efforts to collect promptly from each related Borrower quarterly and annual operating statements, consistent with budgets and rent rolls of the Servicing Standardrelated Mortgaged Property, and quarterly and annual financial statements of such Borrower, whether or 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 obtain quarterlycollect 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 other periodic annual operating statements 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 related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received 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 deliver copies of 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 received or obtained by it (except with respect to Co-op Mortgage Loans), 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 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, 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 Controlling Class Representative, any Certificateholder or, if the Master ServicerTrustee has in accordance with Section 5.06(b) confirmed the Ownership Interest in the Certificates held thereby, and the Master Servicer shall promptly deliver copies any Certificate Owner, a copy of all such materials received CMSA Operating Statement Analysis (or obtained by it pursuant to the foregoing sentence and this sentence to the Trusteeupdate thereof) and, if requested, the Special Servicer, any Controlling Class Certificateholders andrelated operating statement or rent rolls (except with respect to Co-op Mortgage Loans). Within 60 days (or, in the case of the Loan Pairs, to the related Companion Loan Noteholders, in each case upon request; provided that, items received from a Special Servicer with respect to the Loan Pairs, the Specially Serviced Mortgage Loans and REO Properties for which it acts as 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 days) after receipt by the a Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or Administered REO Property, the such 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, 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 (Property, together with, upon requestif so requested, the related quarterly or annual operating statements attached thereto as an exhibit)statements. 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 ServicerIf, 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 Mortgage Loan (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Paira Specially Serviced Mortgage Loan), as the case may be, to prepare applicable Special Servicer has any questions for the CMSA NOI Adjustment Worksheet for related Borrower based upon the information received by 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 Special Servicer pursuant to Section 8.15(c3.12(a) or 3.12(b), and are otherwise to be made available by the applicable Master Servicer to the Trusteeshall, the in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with such Special Servicer or any Controlling Class Certificateholder, in each case upon requestassisting such Special Servicer to contact and solicit information from such Borrower.
(c) Not later than 2:00 4:00 p.m. (New York City time) on the second Business Day prior to each Determination Date, the each Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer 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 Loans serviced by such Special Servicer and any Administered related REO Properties, providing the required information as of the end of the preceding calendar monthsuch Determination Date: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status ReportLoan Periodic Update File (which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name). Not later than 2:00 At or before 4:00 p.m. (New York City time) on the third Business Day prior to each Distribution Determination Date, the 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 LoansMortgage Loans and any REO Properties, any Administered REO Properties and, providing the information required of such Special Servicer pursuant to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
Section 3.12(e) as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification CMSA Comparative Financial Status 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 (viv) 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced Mortgage Loan becomes a Specially Serviced Loan Mortgage Loan, 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 Special 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 Special Master Servicer and shall be reimbursable as a Servicing Advance. Beginning in 20042003, in the 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 a Performing 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (iiiv) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans, shall each, consistent with the Servicing StandardStandard and subject to the provisions of the related 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. 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, Servicer and any Controlling Class Certificateholders and, in the case of the Loan Pairs, to the related Companion Loan NoteholdersCertificateholders, 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)Property. 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)Property, as the case may be, to update and normalize the corresponding annual year-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)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 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. In addition, the Master Servicer shall also update the CMSA Operating Statement Analysis Report based on quarterly operating statements within 30 days of such receipt.
(cb) 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 Administered REO Properties, providing the required information as of the end of the preceding calendar monthmonth : (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 Administered 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) a Loan Payoff Notification Report; (iii) a an CMSA Historical Liquidation Report; (iviii) a an CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viv) a an CMSA REO Status Report; and (viv) a CMSA Special Servicer Defaulted Loan Level Reserve/LOC ReportReport (after implementation thereof by the CMSA).
(dc) Not later than 2:00 p.m. (New York City time) on the first 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 and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(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 Payoff Notification Report 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 with respect to the LoansDate. The Master Servicer shall include on one of such reports or in a separate report updated information as of the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, the Special Servicer and any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(b), so long as 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 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable theretothereto 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 Servicer (or, with respect to the Mortgage Loan when it is a Specially Serviced Loan or an REO Property, the Special Servicer Servicer) shall perform or cause to be performed a physical inspection of a the Mortgaged Property as soon as practicable after the related Serviced Loan becomes a Specially Serviced Loan Properties once during each 12-month period commencing in December 2002 and annually thereafter for so long as the related Loan remains a Specially Serviced Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advanceeach anniversary thereof. In addition, the Servicer or the Special Servicer shall perform Servicer, as applicable, will be required to inspect or cause to be performed a physical the inspection of each of the REO Mortgaged 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, any time that the Master Servicer will 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 be required to perform remedied within five (5) days), or cause to be performed an inspection on such default is imminent and expected, unless a Mortgaged Property if such Mortgaged Property has been inspected by within the Master prior six (6) months, (ii) at any time that the Servicer or the Special Servicer 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 preceding six monthsUnderwritten NOI Debt Service Coverage Ratio of the Mortgage Loan falls below 1.50x and (iv) at such times as is otherwise warranted under the Servicing Standard. The 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 or on its behalf that sets forth in detail the condition of the Mortgaged Property Properties and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the a Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition condition, occupancy or value of the a Mortgaged Property that the Master Servicer or the Special Servicer, as applicable, in its reasonableaccordance with the Servicing Standard, good faith judgment, has actual knowledge of and considers material, or (iii) any waste committed on a Mortgaged Property that the Mortgaged PropertyServicer or the Special Servicer, as the case may be, in accordance with the Servicing Standard, has actual knowledge of and considers material. The Master Servicer and the Special Servicer shall each forward copies deliver to each other and, upon request, to the Trustee a copy (or image in suitable electronic media) of any each such inspection reports written report prepared by it within 60 days of completion of the related inspection. The cost of the annual inspections by the Servicer referred to in the Underwriters 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 Controlling Class Directing Holder upon request, subject to payment of Servicer or the Special Servicer shall constitute a reasonable feeServicing Advance).
(b) The Special Servicer, in the case of each the Mortgage Loan being a Specially Serviced Loan and each an REO Loan that was previously a Serviced LoanProperty, and the Master Servicer, in the case of each the Mortgage Loan being a Performing Serviced Loan, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain collect promptly (from the Borrower) annual, quarterly, annual monthly and other periodic operating statements and related rent rolls with respect to each of the related Mortgaged Properties or any REO Property and REO Propertiesannual 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 delivery). 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 Mortgage Loan Pairsbeing 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 related Companion 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 Noteholders, in each case upon request; provided that, with respect documents resulting from a failure by the Borrower to deliver timely to the Loan Pairs, 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 Master Servicer, as applicable, Special Servicer (who shall forward any financial statements received with respect to inform 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 lawrelevant Borrower). Within 30 60 days after receipt by the Master Servicer or 45 days after receipt by the Special Servicer of any annual operating statements with respect to any the Mortgaged Property Properties or Administered REO PropertyProperties, as applicable, each of 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 (and, in the case of the Special Servicer, forward within such 45-day period to the Trustee a CMSA Servicer the related data fields in an electronic format reasonably acceptable to the recipient) an NOI Adjustment Worksheet for such the Mortgaged Property Properties or REO Property Properties (with, upon request, with the annual related operating statements and rent rolls attached thereto as an exhibit). The Master Servicer with respect Within 60 days after receipt by the Servicer, as to the Mortgage Loan being a Performing Serviced Loan Loan, and within 45 days after receipt by the Special Servicer with respect Servicer, as to the Mortgage Loan being a Specially Serviced Loan shall prepare and maintain one CMSA Operating Statement Analysis Report for each Mortgaged Property and Administered an REO Property. The CMSA Operating Statement Analysis Report for each such , of any annual, quarterly, monthly or other periodic operating statements or related rent rolls with respect to the Mortgaged Property and Properties or any REO Property is to be updated by Property, the Master Servicer or the Special Servicer, as applicable, within 30 days after its receipt of updated shall, based upon such operating statements for a Mortgaged Property or REO Propertyand rent rolls, as 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 be. The Master from time to time be recommended by the CMSA for commercial mortgage-backed securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the "Operating Statement Analysis Report" available as of the 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 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 remit each Operating Statement Analysis Report and shall use any annual prepared by it or related data fields, together with the underlying 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 berent rolls, to prepare the CMSA NOI Adjustment Worksheet for such propertyServicer in a format reasonably acceptable to the Servicer. Copies of All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets are to shall be forwarded to maintained by the Trustee automatically until such time as a Form 15 is filed Servicer with respect to the Trust pursuant to Section 8.15(c)Mortgaged Properties and any REO Property, and are otherwise to the Servicer shall, upon request, forward copies thereof (which may be made available by the Master Servicer 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 any Controlling Class Certificateholder--------------- this Section 3.12(b), the Servicer shall, in each case upon requestthis 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 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 second first Business Day prior to following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the following reports or related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Loans Loan and any Administered REO PropertiesProperty, providing the information 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 in an electronic format reasonably acceptable 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:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification CMSA Comparative Financial Status 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 (viv) a an CMSA Loan Level Reserve/LOC REO Status Report.
(d) Not No later than 2:00 p.m. (New York City time) ), on the first Business Day prior to each Distribution DateDetermination Date commencing in January 2002, the Master Servicer shall prepare and deliver or cause to be delivered to the Trustee, in electronic format reasonably acceptable to the Rating AgenciesTrustee, the Special Servicer and, upon request, any Controlling Class Certificateholder: (i) CMSA Loan Periodic Update File providing 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 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 LoansMortgage 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 Servicer to the Trustee by telecopy or in such electronic or other form as may be reasonably acceptable to the Trustee and the Servicer. The Master Special Servicer shall include on one of from time to time (and, in any event, as may be reasonably required by the Servicer) provide the Servicer with such reports updated information as of the applicable Determination Date in its possession regarding the amount of accrued Specially Serviced Loan and unpaid interest on Advances in accordance with Section 3.12(b), 4.03(d) and/or 4.03A(d) such any REO Property as may be necessary for the Servicer to prepare each report and any supplemental information to be presented on a loan-by-loan basis. If provided by 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)Trustee.
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(b) in an electronic format reasonably acceptable to the Special Servicer and the Master ServicerSection 3.12(c), and the Master Servicer shall deliver to --------------- --------------- the Trustee, the Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair Directing Holder Trustee 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.in
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Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, Mortgage Loans other than the cost of which shall be paid by 2005-C17 Serviced Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received 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 obtained by it (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 Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee in order 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 effectuate 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 requesttransfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; and , (viiv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist Report with the required information that is current as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the related required information as of such Determination Date with respect to Date. Not later than 4:00 p.m. (New York City time) on the Loans. The third Business Day of each calendar month, 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 3.12(b), 4.03(d) and/or 4.03A(d) such information deliver or cause to be presented on a loan-by-loan basis. If delivered to the Trustee (in electronic format acceptable to the Master Servicer determines, in its reasonable judgment, that information regarding and the Mortgage Loans and REO Properties (in addition to the information otherwise required to be contained in the CMSA Investor Reporting PackageTrustee) 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)an Interim Delinquent Loan Status Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c). The 3.12(b) and this Section 3.12(d) and the 2005-C17 Master Servicer may, absent manifest error, conclusively rely on to the reports extent required to be provided by the 2003-C1 Master Servicer pursuant to the 20032005-C1 PSAC17 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (fi) in the case of Mortgage Loans other than the 2005-C17 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 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 preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 or 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 2005-C17 Serviced Mortgage Loans), each of the Master Servicer and the Special Servicer of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 be done in accordance 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 CMSA standards respect to the extent applicable theretoOne & 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 respective receipt of updated operating statements for such Mortgaged Property or 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 2005-C18)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004200_, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 Trustee automatically until such time as a Form 15 is filed with respect to the Trust pursuant to Section 8.15(c), Master Servicer and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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; and (iv) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042007, 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 a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special 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 each forward obtain from the Master Servicer and deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further, that the Master Servicer and the Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and REO Property is to Properties as may be updated by necessary for 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in April 2006, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) The 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), but the failure of the Special Servicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, 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 initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 causes to be delivered to the 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; and (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.
(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 (iiixi) a CMSA Servicer Watch List with information that is current Advance Recovery Report. Such reports shall be in CMSA format (as of the related Determination Date with respect in effect from time to the Loans. The Master Servicer time) and 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 3.12(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 (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 both the Special Servicer Trustee 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the related Serviced 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, 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 20042001, the Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing non-Specially Serviced Loan: Loan (i) at least once every three calendar years in the case of Mortgaged Properties securing Credit Lease Loans, (ii) at 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; less and (iiiii) at least once every calendar year in the case of all other such Mortgaged Properties; providedPROVIDED that if, that with respect to any Credit Lease Loan, the Master Servicer will not be required to perform shall gain actual knowledge that Xxxxx'x or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property S&P has been inspected by 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 "BB+"(or the equivalent) by Xxxxx'x or S&P, as the Special Servicer in the preceding six monthscase may be. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans and Companion Loans, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain quarterly, quarterly and 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. In addition to the foregoing and solely with respect to the each Loan PairsPair, the Special Servicer and the Master Servicer, as applicable, shall each, 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 andor, in the case of the a Loan PairsPair, to the related Companion Loan NoteholdersNoteholder, 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 Trustee, upon request, an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, upon request, with 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 thirty 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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.
(cb) 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 FileFile Report; 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 an Historical Liquidation Report; (iv) a CMSA an Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA REO Status Report; and (viv) a CMSA Loan Level Reserve/LOC an REO Status Report.
(dc) Not later than 2:00 1:00 p.m. (New York City time) on the first 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 and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(cSECTION 3.12(b); (ii) the most recent CMSA Property FileFile Report, 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 LoansDate. 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 3.12(bSECTION 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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(cSECTION 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 Loan Pair Directing Holder the reports set forth in Section 3.13(dSECTION 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 3.13(cSECTION 3.12(b). 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)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 3.13(dSECTION 3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(cSECTION 3.12(b) and/or and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(cSECTION 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 3.13(dSECTION 3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(cSECTION 3.12(b) 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 thereto.
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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Mortgage Loans other than the [__________] Serviced Mortgage Loan, the cost of which shall be paid by ) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received 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 obtained by it (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 Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee in order 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 effectuate 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 requesttransfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; and , (viiv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist 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 required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the applicable required information as of such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c). The 3.12(b) and this Section 3.12(d) and the [__________] Master Servicer may, absent manifest error, conclusively rely on to the reports extent required to be provided by the 2003-C1 Master Servicer pursuant to the 2003-C1 PSA[__________] Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (fi) in the case of the Mortgage Loans other than the [__________] Serviced Mortgage Loan, 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 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 preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 be done in accordance 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 CMSA standards respect to the extent applicable thereto[__________] 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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivE) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vF) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) Not later than 2:00 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 Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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; and (iv) a CMSA Advance Recovery Report providing the Loansrequired 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 Outside Servicer with respect to 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 applicable Determination Date regarding the amount of accrued and unpaid interest on Advances in accordance with Section 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(d) such information to be presented on a loan-by-loan basis. .
(d) 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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and Administered REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 accordance with Section 4.02(a3.12(c).
(e) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c). The Master Servicer may3.12(b) and, absent manifest errorwith respect to an Outside Serviced Trust Mortgage Loan or an Outside Administered REO Property, conclusively rely on the reports to be provided by the 2003-C1 Master a related Outside Servicer pursuant to the 2003-C1 PSArelated Outside Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Master Servicer pursuant to Section 3.13(d)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 information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), if and to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that 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 3.13(c)3.12(b) or by an Outside Servicer pursuant to an Outside Servicing Agreement, then, so long as the Master Servicer and the Special Servicer 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 Master 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 reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement, or by an Outside Servicer's failure to provide any report required to be 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 Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, the cost of which shall be paid by Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received 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 obtained by it (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 Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee in order 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 effectuate 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 requesttransfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; and , (viiv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist 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 required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the applicable required information as of such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 a letter sent to the related Mortgagor each quarter (ffollowed 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. The preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 accordance 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 standards 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 extent applicable theretoTrustee, 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 pursuant to the terms 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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Mortgage Loan. The Master Servicer with respect to each non-Specially Serviced Mortgage Loan, the cost of which shall be paid by and the Special Servicer with respect to each Specially Serviced Mortgage Loan will inspect or cause the inspection of each Mortgaged Property once every three calendar years if the related Tenant has a published rating of not less than Baa3/BBB- (Xxxxx'x and shall be reimbursable as Standard & Poor's, respectively), every two (2) years if the related Tenant (or Guarantor) has a Servicing Advancepublished rating between Ba1/BB+ and Ba3-/BB-, and annually if the related Tenant has a published rating of less than Ba3/BB-. In addition, the Special The Master Servicer shall perform will inspect or cause to be performed a physical inspection of inspected annually each Mortgaged Property for which no published rating is publicly available for the related Tenant and such Mortgaged Property Loan represents 5% or more of the REO Properties at least once per calendar yearaggregate Cut-Off Principal Balance of the Mortgage Loans, and will inspect or cause to be inspected every second year each other Mortgaged Property for which the cost related Tenant has no published, publicly available rating. In the event the published rating for any Tenant or Guarantor is downgraded by either of which shall be paid Standard & Poor's, Xxxxx'x or DCR by one or more rating increment (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 the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning preceding 12 months for the related Mortgaged Property, then in 2004each such instance, the Master Servicer shall at its expense perform or cause all Mortgaged Properties leased to such Tenant to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six monthsas soon as reasonably practical. The Master Servicer and the or Special Servicer as the case may be 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 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 feeTrustee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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. (P.M. New York City time) time on the second Business Day prior to 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, ) providing the required information as of the end of the preceding calendar monthsuch Determination Date: (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 an Historical Loss Estimate Report; (iii) a CMSA an Historical Liquidation Loan Modification Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA an REO Status Report; and (viv) a CMSA Loan Level Reserve/LOC Payoff Notification Report.
(dc) Not later than 2:00 p.m. (New York City time) 12:00 Noon on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the TrusteeTrustee the following reports with respect to the Specially Serviced Mortgage Loans (and, if applicable, the Rating Agencies, related REO Properties) providing the Special Servicer and, upon request, any Controlling Class Certificateholderrequired information as of such Determination Date: (i) the most recent CMSA Historical Delinquent Loan Modification and Corrected Mortgage Loan Status 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 Historical Loss Estimate Report; (iii) the Historical Loan Set-up File Modification Report; (if modified), CMSA Delinquent Loan iv) the REO 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 (iiiv) 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 3.12(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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Mortgage Loans other than the 2004-C10 Serviced Mortgage Loan, the cost of which shall be paid by ) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan and the 2004-C10 Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding with a then current principal balances of balance (or Mortgaged Properties having allocated loan amounts ofamount) of less than $2,000,000 or less; and (iiat the time of such inspection, every other calendar year) at least once every calendar year beginning in the case of all other such Mortgaged Properties2005; provided, that however, the Master Servicer will shall not be required to perform or cause to be performed an inspection on a inspect any Mortgaged Property if such Mortgaged Property that has been inspected by the Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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, promptly following receipt, deliver copies provided that the Special Servicer obtains the approval of the operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 any Mortgaged Property or Administered REO Propertysite inspection information, the Master Servicer with respect to a Performing Serviced shall make such inquiry of any Mortgagor under any related Mortgage Loan and as 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 may reasonably request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect to a Performing Serviced Loan and If the Special Servicer with respect to initiates a servicing transfer under clause (b) or (c) of the definition of "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 "NormalizedMortgage Loan," 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 shall give written notice thereof to the Master Servicer, the Controlling Class Certificateholder, Representative and the Trustee in each case upon requestorder to effectuate such transfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; , (iv) a Monthly Additional Report on Recoveries and Reimbursements and (viv) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(d) . Not later than 2:00 4:00 p.m. (New York City time) on the first second Business Day prior to of each Distribution Datecalendar month, the Master Special Servicer shall deliver or cause to be delivered to the Trustee, the Rating Agencies, the Special Master 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042006, 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 a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Special Servicer. The Special Servicer and the Master Servicer or shall each prepare (and, in the case of the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that of which the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material, or (iii) any waste committed on the Mortgaged Property. 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 Special 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 each forward obtain from the Master Servicer and deliver copies of any such inspection reports prepared by it 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 Underwriters Master Servicer; and provided, further, that the Master Servicer and the Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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, ) provide the Master Servicer with respect to a Performing Serviced Loan and such information in its possession regarding 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 Mortgage Loans and REO Property is to Properties as may be updated by necessary for 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 each report and CMSA NOI Adjustment Worksheets are any supplemental information 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 provided by the Master Servicer to the Trustee. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to following each Determination Date, beginning in July 2005, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer the CMSA Special Servicer Loan File that contains the information called for in, or that will enable the Master Servicer to produce, the CMSA files and reports required to be delivered by the Master Servicer to the Trustee as described below, in each case with respect to all Specially Serviced Mortgage Loans and the REO Properties.
(c) The 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), but the failure of the Special Servicer to provide information required by it shall not relieve the Master Servicer of its duties to provide the related reports, absent such information. Notwithstanding the foregoing, 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 initial Distribution Date, the parties agree that the CMSA Loan Periodic Update File required to be delivered by the 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 causes to be delivered to the 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO Status Report; and (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.
(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 (iiixi) a CMSA Servicer Watch List with information that is current Advance Recovery Report. Such reports shall be in CMSA format (as of the related Determination Date with respect in effect from time to the Loans. The Master Servicer time) and 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 3.12(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 (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 both the Special Servicer Trustee 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 If a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special Servicer shall perform or cause to be performed a physical inspection of a the related 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 and, if such Lease or Mortgage Loan remains a Specially Serviced LoanAsset for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable at least annually thereafter so long as such Lease or Mortgage Loan remains a Servicing AdvanceSpecially Serviced Asset. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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, abandonment or transfer of such Mortgaged Property, or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the such Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuers, the Indenture Trustee, the Property Manager and the Rating Agencies a copy of each forward copies such written report prepared by it within 15 days of the completion of each such inspection. The Special Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any such inspection reports prepared by it and (ii) shall be entitled to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeinspection fee for any such inspection, in each case from the applicable Issuers pursuant to Section 2.11(b) of the Indenture.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanAsset, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Obligor and review 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. 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 of such financial statements are Obligor required 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 provided under 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 Mortgage Loan 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 requestLease.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15, 2014, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuers, the Indenture Trustee and 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) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a CMSA Property File; 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 related financial statements in its possession, and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on schedule, in the third Business Day prior to each Distribution Date, form of the Special Servicer shall deliver Mortgaged Property Schedule 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; Schedule, as applicable, prepared as of the later of (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: (i1) the most recent CMSA Historical Loan Modification Series Closing Date 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); (ii2) the most recent CMSA Property FileTransfer Date, CMSA Financial Fileand further identifying on such schedule each Lease or Mortgage Loan (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, CMSA Loan Set-up File (if modifiedin the case of the first such delivery, since the Series Closing Date), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining specifying the reports prepared by date on which the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as sale or re-lease of the related Determination Date Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with respect to its terms and, in each case, specifying the Loans. The Master Servicer shall include on one date of such reports updated information as of sale, re-lease or termination, the applicable Determination Date regarding amount collected in connection therewith and the amount of accrued any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid interest on Advances under the related Mortgage Loan or Lease incurred 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 (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)connection therewith.
(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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a 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 Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042006, the 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 two calendar years in the case of Mortgaged Properties securing Performing 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates to an 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 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 . 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 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. 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 Mortgaged Property that relates to a Performing Serviced Loan 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 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 Servicer, with respect to a Mortgaged Property that relates to a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 8.15(c), and are otherwise to be made available by the Master Servicer or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 the Loanseach 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 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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.
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) 3.12(b), and/or that if such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(b), then, so long as the Master Servicer and the Special Servicer 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 . The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a 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 Mortgage Loan remains a Specially Serviced Mortgage Loan, 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 2004Mortgage Loan, the 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 two 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 once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing StandardStandard 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. 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 (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, Servicer and any Controlling Class Certificateholders and, in the case of the Loan Pairs, to the related Companion Loan NoteholdersCertificateholders, 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 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 Serviced 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 8.15(c)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 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; 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 Administered 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 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 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. 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 3.12(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 (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, Trustee (and the Special Servicer andTrustee shall make available, upon request, to the Special Servicer and any Controlling Class Certificateholder or Loan Pair Directing Holder 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 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Trust Mortgage Loan (i) becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Trust Mortgage Loan, the cost of which shall be paid by the Special Servicer and ; provided that such expense shall be reimbursable first out of Penalty Interest and late payment charges received with respect to the related Trust Mortgage Loan in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advance. In additionan Additional Trust Fund Expense (except to the extent, 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 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 two calendar years in the case of Mortgaged Properties securing Loans a Serviced Non-Trust Mortgage Loan, that have outstanding principal balances such expense is allocable to, and can be paid out of collections on, such Serviced Non-Trust Mortgage Loan pursuant to the related 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 (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provideda Master Servicer, that the Master Servicer will not be required to at its expense) perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six months. The 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 all the Mortgaged Property and that specifies the existence of: Properties at least once per calendar year (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) The Special Serviceror, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 securing a Performing Serviced Trust Mortgage Loan and the Special Servicer with respect to (other than a Specially Serviced Loan shall prepare Trust Mortgage Loan) with a then-current principal balance (or update and forward to allocated loan amount) of less than $2,000,000 at the Trustee a CMSA NOI Adjustment Worksheet for time of such Mortgaged Property or REO Property (withinspection, upon requestevery other calendar year) beginning in 2008; provided, however, 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 required to a delay in providing the reports required by Section 3.13(d) caused inspect any Mortgaged Property that has been inspected by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreement.
Servicer during the immediately preceding six (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 thereto.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 Special Servicer shall at its expense perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Loanand, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In additionin any event, 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 Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each all the Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two per calendar years year (or in the case of Mortgaged Properties securing Mortgage Loans that have outstanding with an initial principal balances balance of (or Mortgaged Properties having allocated loan amounts of) less than $2,000,000 or less; and (ii) at least once 3,000,000, every other calendar year in the case of all other such Mortgaged Properties; providedyear), 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 by the Master Servicer or the Special Servicer has not already done so in that calendar year pursuant to the preceding six monthssentence. The 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each 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 prepared by it to the Underwriters applicable Sub Servicer, the Master Servicer and the Controlling Class Directing Holder Trustee upon request. The Special Servicer will, subject promptly (but in no event later than 60 days) after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, give written notice to payment of each Rating Agency, the Master Servicer and the Trustee which will include an explanation as to the reasons such Mortgage Loan became a reasonable feeSpecially Serviced Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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) 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 Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, ) providing the required information as of the end of the preceding calendar month: (i) a CMSA CSSA Property FileFile Report; and (ii) a CMSA Comparative Financial Status Report; (iii) a NOI Adjustment Worksheet and (iv) an Operating Statement Analysis. Not later than 2:00 p.m. (New York City time) P.M. on the third second Business Day prior to following each Distribution 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 Administered REO Properties Mortgage Loans (and, to if applicable, the extent that related REO Properties) providing the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Loss Estimate Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA an REO Status Report; and (viiv) a CMSA Loan Level Reserve/LOC Watch List Report.
(dc) Not later than 2:00 p.m. (New York City time) 12:00 Noon on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the TrusteeTrustee (A) the following reports with respect to the Mortgage Loans (and, if applicable, the Rating Agencies, related REO Properties) providing the Special Servicer and, upon request, any Controlling Class Certificateholderrequired information as of the end of the preceding calendar month: (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 CSSA Property File Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Comparative Financial File, CMSA Loan Set-up File Status Report received from the Special Servicer pursuant to Section 3.12(b); (if modified), CMSA 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 Delinquent Loan Status Report, CMSA Comparative Financial ; (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 (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 3.12(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 (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)Report.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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 3.12(b), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b). 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(d3.12(c). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to Section 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(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 Mortgage Loans, a letter sent to the related Mortgagor each quarter (ffollowed up with telephone calls) The preparation requesting such quarterly and maintenance 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 Master Servicer and the Special Servicer of all any annual operating statements with respect to any Mortgaged Property or REO Property, the reports specified in this Section 3.13, including Special Servicer shall prepare or update an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the calculations made therein, annual operating statements attached thereto as an exhibit). The Special Servicer shall maintain one Operating Statement Analysis report for each Mortgaged Property and REO Property. The Operating Statement Analysis report for each Mortgaged Property is to be updated by the Special Servicer and such updated report shall be done delivered in accordance with CMSA standards electronic format to the extent applicable theretoTrustee 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 Special Servicer shall perform or cause to be performed a physical inspection of a Serviced Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which provided that such expense shall be paid by reimbursable first out of Default Charges otherwise payable to the 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 as a Servicing Advancefrom 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 each of the REO Properties related Mortgaged Property at least once per calendar year, the cost of which shall be paid by the Special Servicer and shall be reimbursable so long as such Serviced Mortgage Loan remains a Servicing AdvanceSpecially Serviced Mortgage Loan. Beginning in 20042008, 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 a physical an inspection of each all the Serviced Mortgaged Property securing a Performing Serviced Loan: (i) Properties at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in the 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 unless such Mortgaged Property has been inspected in such calendar year by the Master Servicer or the Special Servicer. The Special Servicer in the preceding six months. The and each Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other applicable Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which such Master Servicer or the Special Servicer, as applicable, is awareaware and considers material, or (iiiii) any change in the condition or value of visible waste committed on the Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, is aware and considers material. Each Master Servicer shall within 45 days of the related inspection, or deliver such reports complete with any photographs taken thereof in an electronic format to the Trustee (iiiupon 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 waste committed on requesting Certificateholder and Certificate Owner during normal business hours at the Mortgaged Propertyoffices of the Trustee at all times after Trustee's receipt thereof. The Upon written request and at the expense of the requesting party, the Trustee shall obtain from the applicable Master Servicer and Special Servicer shall each forward deliver copies of any such inspection reports prepared by it to Certificateholders and Certificate Owners. The Special Servicer shall have the Underwriters 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 Controlling Class Directing Holder upon requestSpecial 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, subject such inspection shall satisfy the applicable Master Servicer's inspection obligations pursuant to payment of a reasonable feethis paragraph (a).
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 from time 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 time (and, in the case of the Loan Pairsany event, 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 ) provide 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 such information in its possession regarding 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 Mortgage Loans and Administered REO Property. The CMSA Operating Statement Analysis Report Properties as may be necessary for such Master Servicer to prepare each such Mortgaged Property report and REO Property is any supplemental information to be updated provided 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 TrusteeCertificate Administrator. Without limiting the generality of the foregoing, the Special Servicer or any Controlling Class Certificateholder, in each case upon request.
(c) Not not later than 2:00 12:00 p.m. (New York City time) on the Business Day following each Determination Date, beginning in December 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 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 Determination 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 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 Special 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 Master Servicer Certificate Administrator the following reports with respect to the Specially Serviced Mortgage Loans and any Administered (and, if applicable, the related REO Properties, providing the required information as of the end of the preceding calendar month: related Determination Date): (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:
(iii) 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; (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 (vixiii) 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 foregoing reports any information and reports received by it (by the date in the month of such Distribution Date that such information and reports are scheduled to be received in accordance with the Outside Servicing Agreement, 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) 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 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 (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 Servicers the reports set forth in Section 3.13(c3.12(b) and this Section 3.12(d), and the 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 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 each Master Servicer and the TrusteeCertificate Administrator. The Each Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.13(c)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 Master Servicer Certificate Administrator 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 CMSA Loan Periodic Update Files to be provided by the Master Servicer Servicers pursuant to Section 3.13(d3.12(c). In the case of information or reports to be furnished by the Master Servicer Servicers to the Trustee Certificate Administrator pursuant to this Section 3.13(d)3.12, to the extent that such information is or reports are based on information or reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c)3.12(b) and this Section 3.12(d) or by the applicable Outside Servicer pursuant to the related Outside Servicing Agreement, so long as the Master Servicer and the Special Servicer are not the same Person or Affiliates, the neither Master Servicer shall have no an obligation to provide such information or reports to the Certificate Administrator until it has received such information or reports from the Special Servicer or the applicable Outside Servicer, as applicable, and the neither Master Servicer shall not be in default hereunder due to a delay in providing the reports information required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any information or report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement or the applicable 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.
(f) The preparation and maintenance by the , but neither Master Servicer and shall be relieved of its obligation to timely provide such reports absent the information not provided by the Special Servicer of all the reports specified in as required by this Section 3.133.12 or by the applicable Outside Servicer. Commencing with respect to the fiscal quarter ended March 31, including 2008, the calculations made thereinSpecial Servicer, in the case of any Specially Serviced Mortgage Loan, and the applicable Master Servicer, in the case of each non-Specially Serviced Mortgage Loan, shall be done in accordance with CMSA standards make reasonable efforts to collect promptly from each related Mortgagor quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the extent applicable thereto.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 applicable Special Servicer shall perform or cause to be performed 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 annually thereafter for so long as (and, in cases where the related Mortgage Loan remains has become a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the applicable Special Servicer shall continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property at least once per calendar year, year thereafter for so long as the cost of which 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 paid entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by the Special Servicer it in connection with each such inspection as Servicing Advances and shall be reimbursable otherwise as a Servicing Advancecontemplated by Section 3.05(a). Beginning in 2004, the applicable Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each the Mortgaged Property securing a Performing Serviced Loan: for each Mortgage Loan (iother than the Great Lakes Crossing Mortgaged Property) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every per calendar year in on each Mortgage Loan, if the case of all other such Mortgaged Properties; 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 a written report (provided, that with respect to Co-op Mortgage Loans that are Performing Mortgage Loans, such report shall be delivered to the Master Servicer will not be required to perform or cause to be performed Controlling Class Representative in an inspection on a Mortgaged Property if electronic format, exclusive of photographs that are part of such Mortgaged Property has been inspected by report, until such time as the NCBFSB Master Servicer or Co-op Special Servicer, as the Special Servicer in 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 preceding six months. The Controlling Class Representative upon request and, provided, further, that the NCBFSB Master Servicer and the Special Servicer shall each promptly prepare use commercially reasonable efforts to establish such websites with photographs on or cause to be prepared and deliver to the Trustee and each other a written report before December 31, 2003) of each such inspection performed by it or on its behalf that sets forth in detail the condition of the subject Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the subject Mortgaged Property of which the such Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value occupancy of the subject Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, is aware and that it considers, in its reasonableaccordance with the Servicing Standard, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged PropertyProperty of which such Master Servicer or Special Servicer, as the case may be, is aware and that it considers, in accordance with the Servicing Standard, material. The Each Master Servicer and each Special Servicer shall deliver to the Controlling Class Representative (in accordance with the ARCap Naming Convention for Electronic File Delivery) and, upon request, to the Trustee 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 forward copies Washington Center Junior Holdxx, xxxxxxxxxxxx, of any each such inspection reports written report prepared by it (provided, that with respect to Co-op Mortgage Loans that are Performing Mortgage Loans, such report shall be delivered to the Underwriters 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 Washington Center Junior Holdxx, xxxxxxxxxxxx, upon request), in each case within 30 days following the request (or, if later or if request is not required, within 30 days following the later of completion of the 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 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 Directing 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 upon requestand each Washington Center Junior Holdxx, subject to payment xxxxxxxxxxxx, or, if 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 a reasonable feeMaster Servicer or a Special Servicer.
(b) The Commencing with respect to the calendar quarter ended June 30, 2003, the applicable Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the General Master Servicer, in the case of 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 LoanLoans other than Co-op Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Borrower quarterly and annual operating statements, annual and other periodic operating statements and rent rolls budgets and, except with respect to each residential cooperative properties, rent rolls of the related Mortgaged Properties Property, and REO Propertiesquarterly and annual financial statements of such Borrower, whether or 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. The In addition, the applicable Special Servicer shallshall cause quarterly and annual operating statements, promptly following receipt, deliver copies of the operating statements budgets and rent rolls received 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 foregoing items so collected or obtained by it to the 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, and such deliveries shall be limited to those required under the applicable loan documents. Each Master Servicer shall promptly deliver copies of at least quarterly all items required to be delivered to it by the operating statements and rent rolls received or obtained by it to the Trustee, the applicable 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 second preceding 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 andRepresentative, in the case of the 622 Third Avenue Loan Pairsand the Washington Center Loan, to the related Companion Loan Noteholders622 Third Axxxxx X Xxxx Xxxder and each Washington Center Junior Holdxx, xxxxxxxxxxxx, and the Trustee in each case upon request; provided that, 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 Pairs, the Special Servicer or the for which it acts as 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 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 Administered REO Property, the such 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 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 (withProperty, upon request, together with the related quarterly or annual operating statements attached thereto as an exhibit)statements. 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 ServicerIf, 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 Mortgage Loan (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Paira Specially Serviced Mortgage Loan), as the case may be, to prepare applicable Special Servicer has any questions for the CMSA NOI Adjustment Worksheet for related Borrower based upon the information received by 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 Special Servicer pursuant to Section 8.15(c3.12(a) or 3.12(b), and are otherwise to be made available by the applicable Master Servicer to the Trusteeshall, the in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with such Special Servicer or any Controlling Class Certificateholder, in each case upon requestassisting 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 second first Business Day prior to following each Determination Date, the each Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer 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 the those Specially Serviced Mortgage Loans serviced by such Special Servicer and any Administered related REO PropertiesProperties 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 end of the preceding calendar monthapplicable Master Servicer shall incorporate to produce: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status ReportLoan Periodic Update File (which, in each case, if applicable, will identify each subject Mortgage Loan(s) by loan number and property name). Not later than At or before 2:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution Determination Date, the such Special Servicer shall prepare and deliver or cause to be delivered to the applicable Master Servicer the following CMSA Specially Serviced Loan File or other related data fields reflected in the reports reasonably requested with respect to the Specially Serviced Loans, any Administered Mortgage Loans and REO Properties andas to which such Special Servicer is the applicable Special Servicer, providing the information required of such Special Servicer pursuant to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
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 Loan Payoff Notification CMSA Comparative Financial Status 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 (viv) 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042008, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Mortgage Loan Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 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 that secures 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 applicable Special Servicer shall perform or cause to be performed 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 annually thereafter for so long as (and, in cases where the related Mortgage Loan remains has become a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the applicable Special Servicer shall continue to perform or cause to be performed a physical inspection of each of the REO Properties subject Mortgaged Property at least once per calendar year, year thereafter for so long as the cost of which related Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that each Special Servicer shall be paid entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by the Special Servicer and shall be reimbursable it in connection with each such inspection as a Servicing AdvanceAdvances. Beginning in 20042002, the applicable Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each the Mortgaged Property securing a Performing Serviced Loan: (i) for each Mortgage Loan at least once every two per calendar years year (or, in the case of Mortgaged Properties securing Loans that have outstanding each Mortgage Loan with an unpaid principal balances balance of (or Mortgaged Properties having allocated loan amounts of) under $2,000,000 or less; and (ii) at least 2,000,000, once every calendar year two years), if the applicable Special Servicer has not already done so during that period pursuant to the preceding sentence. Each of the Master Servicers and Special Servicers shall prepare (and, promptly following preparation, if there has been a material adverse change in the case condition 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 subject Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and REO Property, as applicable, deliver to the Trustee and each other 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 subject Mortgaged Property and that specifies the occurrence or existence of: (i) any sale, transfer or abandonment of the subject Mortgaged Property of which the such Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value occupancy of the subject Mortgaged Property that the of which such Master Servicer or the Special Servicer, as applicable, is aware and that it considers, in its reasonableaccordance with the Servicing Standard, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Property of which such Master Servicer or Special Servicer, as the case may be, is aware and that it considers, in accordance with the Servicing Standard, material. Each of the Master Servicers and Special Servicer shall each forward copies of any such inspection reports prepared by it Servicers shall, upon request, deliver to the Underwriters Trustee and the Controlling Class Directing Holder upon Representative a copy (or image in suitable electronic media) of each such written report prepared by it, in each case within 30 days following the request (or, if later, within 30 days following the later of completion of the related inspection if the inspection is performed by the applicable Master Servicer or Special Servicer, as appropriate, or receipt of the related inspection report if the inspection is performed by a third-party). Upon request, subject the Trustee shall request from the applicable Master Servicer or Special Servicer, as appropriate, and, to payment the extent such items have been delivered to the Trustee by the applicable Master Servicer or Special Servicer, as appropriate, 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 5.06(b) confirmed the Ownership Interest in Certificates held thereby, any Certificate Owner, a reasonable feecopy (or image in suitable electronic media) of each such written report prepared by a Master Servicer or Special Servicer.
(b) The Commencing with respect to the calendar quarter ended December 31, 2001, the applicable Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the applicable Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Borrower quarterly and annual operating statements, annual and other periodic operating statements budgets and rent rolls with respect to each (or, in the case of a residential cooperative property, maintenance schedules) of the related Mortgaged Properties Property, and REO Propertiesquarterly and annual financial statements of such Borrower, whether or 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. The In addition, the applicable Special Servicer shallshall cause quarterly and annual operating statements, promptly following receipt, deliver copies of the operating statements budgets and rent rolls received 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 within 30 days of its receipt thereof. In the case of each Performing Mortgage Loan serviced by the Co-op Master Servicer, and such deliveries shall be limited to those required under the applicable loan documents. The applicable 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 maintain a CMSA Operating Statement Analysis Report with respect to each Mortgaged Property and REO Property. Within 60 days after receipt by the Loan Pairs, applicable Master Servicer from the Special Servicer and the Master Servicerrelated Borrower or otherwise, 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 Servicera Performing Mortgage Loan, 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 within 30 days after receipt by the applicable Master Servicer from a Special Servicer or otherwise, as to a Specially Serviced Mortgage Loan or an REO Property, of any annual operating statements or rent rolls (or, in the case of a residential cooperative property, maintenance schedules) with respect to any Mortgaged Property or REO Property, such Master Servicer shall, based upon such operating statements or rent rolls (or, in the case of a residential cooperative property, maintenance schedules), 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, the underlying operating statements and rent rolls (or, in the case of a residential cooperative property, maintenance schedules), to the Trustee and the applicable Special Servicer in a format reasonably acceptable to 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 the applicable 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 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 (or, in the case of a residential cooperative property, maintenance schedules). Within 60 days (or, in the case of items received from a Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties, 30 days) after receipt by the applicable Master Servicer of any quarterly or annual operating statements with respect to any Mortgaged Property or Administered REO Property, the such 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, the applicable Special Servicer and the Controlling Class Representative (in an electronic format reasonably acceptable to the Trustee and the applicable Special Servicer) a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (Property, together with, upon requestif so requested, the related quarterly or annual operating statements attached thereto as an exhibit)statements. 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 ServicerIf, 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 Mortgage Loan (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Paira Specially Serviced Mortgage Loan), as the case may be, to prepare applicable Special Servicer has any questions for 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 related Borrower based upon the Trustee automatically until such time as a Form 15 is filed with respect to information received by the Trust applicable Special Servicer pursuant to Section 8.15(c3.12(a) or 3.12(b), and are otherwise to be made available by the applicable Master Servicer to shall, in this regard and without otherwise changing or modifying its duties hereunder, reasonably cooperate with the Trustee, the applicable Special Servicer or any Controlling Class Certificateholder, in each case upon requestassisting 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 second first Business Day prior to following each Determination Date, the each Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer Servicers (in each case to the extent relevant thereto) and the Controlling Class Representative the following reports (or data files relating to reports of the Master Servicer) with respect to the those Specially Serviced Mortgage Loans and any Administered REO PropertiesProperties as to which such Special Servicer is the applicable Special Servicer, providing the required information as of the end of the preceding calendar monthsuch Determination Date: (i) a CMSA Property File; and (ii) a CMSA Comparative Financial Status ReportLoan Periodic Update File (which, in each case, if applicable, will identify each subject Mortgage Loan(s) by loan number and property name). Not later than At or before 2:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution Determination Date, the each Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer Servicers (in each case to the extent relevant thereto) the following reports or the related data fields reflected in the reports reasonably requested with respect to the those Specially Serviced Loans, any Administered Mortgage Loans and REO Properties andas to which such Special Servicer is the applicable Special Servicer, providing the information required of such Special Servicer pursuant to the extent that the subject information relates to when they were Specially Serviced Loans, any Corrected Loans:
Section 3.12(e) as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification CMSA Comparative Financial Status 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 (viv) 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 2001-Ckn5)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, the cost of which shall be paid by Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received or obtained by it provides a copy of such inspection 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 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 any Mortgaged Property or Administered REO Propertysite inspection information, the Master Servicer with respect to a Performing Serviced shall make such inquiry of any Mortgagor under any related Mortgage Loan and as 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 reasonably request.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; and , (viiv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist 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 required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the applicable required information as of such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's ’s failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 in the case of the Mortgage Loans, a letter sent to the related Mortgagor each quarter (ffollowed 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. The preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 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 of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 accordance 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 standards 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 extent applicable theretoTrustee, 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-C24)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Special Servicer shall perform or cause to be performed a physical inspection of a the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after the related such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as the related such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042007, the 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 two calendar years in the case of Mortgaged Properties securing Performing Serviced 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and Underwriters, the Controlling Class Directing Holder Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that was previously a Serviced Loanrelates 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 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 . 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 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. 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 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 Loan 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 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 Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 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 or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and 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 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 (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, 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.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 If a Lease becomes a Specially Managed Lease, the Special Servicer shall at its expense perform or cause to be performed a physical inspection of a the related 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 and, if such Lease remains a Specially Serviced LoanManaged Lease for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advanceat least annually thereafter. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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 Mortgaged Property and that specifies the existence of: of (i) any salesale or transfer of such Mortgaged Property, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuer, the Indenture Trustee, the Property Manager, the Insurer and the Rating Agencies a copy of each forward copies of any such inspection reports written report prepared by it to during each calendar quarter within 15 days of the Underwriters and the Controlling Class Directing Holder upon request, subject to payment end of a reasonable feesuch quarter.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanManaged Lease, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Tenant and review 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. 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 of 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 requestTenant.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15 2005, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuer, the Indenture Trustee and the Special Servicer shall deliver or cause (i) from information, if any, that the Property Manager has most recently received pursuant to be delivered to Section 3.12(b) as of the Master Servicer preceding June 30, a report setting forth the following reports aggregate Fixed Charge Coverage Ratios of all Tenants and Guarantors thereof with respect to which it has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio during the Specially Serviced Loans and any Administered REO Propertiesyear ending on such June 30 and, providing in each case, identifying the required information as of period covered by the end of the preceding calendar month: (i) a CMSA Property File; related financial statements in its possession, 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 Dateschedule, 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 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 (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 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 Supplemental Report Liquidated Lease since the most recent delivery of a schedule pursuant to this Section 3.12(c) (or, in the Trustee case of the first such delivery, since the Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property occurred or (y) that has otherwise terminated in accordance with Section 4.02(a).
(e) The Special Servicer shall deliver to its terms and, in each case, specifying the Master Servicer date of such sale, re-lease or termination, the reports set forth amount collected in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer connection therewith and the Master Servicer, and the Master Servicer shall deliver to the Trustee, the Special Servicer and, upon request, amount of any Controlling Class Certificateholder Realized Loss or Loan Pair Directing Holder the reports set forth Extraordinary Expenses incurred 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 Special Servicer pursuant to Section 3.13(c), 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 3.13(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c) of this Agreementconnection therewith.
(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 thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, the cost of which provided that such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable 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 Servicing Advance. In addition, Specially Serviced Mortgage Loan or REO Loan and the Special Servicer shall perform or cause to be performed a physical inspection of for each of the Specially Serviced Mortgage Loan and 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 Master Servicer Loan shall at its expense perform or cause to be performed a physical an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property securing a Performing Mortgage Loan (other than a Specially Serviced Mortgage Loan: ) with a then current principal balance (ior allocated loan amount) of less than $2,000,000 at least once the time of such inspection, every two other calendar years year) beginning in 2003. The Special Servicer and the Master Servicer shall each prepare (and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer Servicer, shall each promptly prepare or cause to be prepared and deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver 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.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 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 (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 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 the reports set forth in Section 3.13(c) in an electronic format reasonably acceptable to the Special Servicer Servicer; and the Master Servicerprovided, 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 further 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 Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are shall not both inspect a Mortgaged Property that is not securing a Specially Serviced Mortgage Loan in the same Person or Affiliatescalendar 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 have no obligation to provide make 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 inquiry of any report required Mortgagor under Section 3.13(c) of this Agreement.
(f) The preparation and maintenance by the Master Servicer and any related Mortgage Loan as 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 theretomay 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. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Loan, Mortgage Loans and other than the cost of which shall be paid by Non-Serviced Mortgage Loans) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it 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 Underwriters 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 Directing Representative, the Trustee and any related Companion Holder upon request, subject in order to payment of a reasonable feeeffectuate such transfer.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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. 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 No 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 Administered REO Properties, Properties providing the required information as of the end of the preceding calendar month: (i) a CMSA Property Special Servicer Loan File; and (ii) a CMSA Comparative Financial Status Report. Not the Appraisal Reduction Template and (iii) the Realized Loss Template.
(c) No later than 2:00 4:00 p.m. (New York City time) on the third Business Day prior to after 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 Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report based upon information received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist/Portfolio Review Guidelines 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 required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the applicable required information as of such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c). The 3.12(b) and this Section 3.12(d) and the related Non-Serviced Master Servicer may, absent manifest error, conclusively rely on and the reports related Non-Serviced Special Servicer to the extent required to be provided by the 2003-C1 Master Servicer pursuant to the 2003related Non-C1 PSAServiced Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 forward to 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 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. 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 pursuant to the terms of the related Intercreditor Agreement.
(f) The preparation and maintenance by the Master Servicer shall, upon the reasonable request of Artesia, deliver copies to Artesia (at their expense) of operating statements 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 financial statements relating to the extent applicable theretoArtesia Mortgage Loans.
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 Special Servicer shall perform or cause to be performed 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, 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2004, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 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.
(b) . The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 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 Servicer, any Controlling Class CertificateholderCertificateholder or any related Companion Loan Noteholder, if any, 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 8.15(c), and are otherwise to be made available by the Master Servicer to the Trustee, the Special Servicer or Servicer, any Controlling Class CertificateholderCertificateholder or any related Companion Loan Noteholder, if any, in each case upon request.
(cb) 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; and (v) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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 CertificateholderCertificateholder 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(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 3.12(b3.11(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).
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Pair Directing Holder Noteholder, if any (but only as to the related Loan Pair), the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(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 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable thereto.
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 Special Servicer shall perform or cause to be performed a physical inspection of a 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 Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer 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 Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 20042006, the 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 two calendar years in the case of Mortgaged Properties securing Performing 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 once every calendar year in the case of all other such Mortgaged Properties; providedprovided that, 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 by the Master Servicer or the Special Servicer in the preceding six months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee Trustee, the related Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the 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 each forward copies of any such inspection reports prepared by it to the Underwriters and the Controlling Class Directing Holder Representative upon request, subject to payment of a reasonable fee.
(b) . The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Loan that was previously a Serviced Mortgage Loan, 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 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 . 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 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. 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 or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that relates to a Performing Serviced Loan 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 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 Servicer, with respect to a Mortgaged Property that relates to a Performing Serviced Loan Mortgage Loan, and the Special Servicer 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 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)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 (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)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 8.15(c), and are otherwise to be made available by the Master Servicer or the Special Servicer, as applicable, to the Trusteeeach other, the Special Servicer or Trustee and any Controlling Class Certificateholder, in each case upon request.
(cb) Not later than 2:00 12:00 p.m. (New York City time) on the second Business Day prior to 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, 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 Trust Mortgage Loans, with respect to any Corrected Trust Mortgage Loans:
, providing the required information as of the related Determination Date: (iA) a CMSA Property File; (B) a CMSA Comparative Financial Status Report; (C) a CMSA Delinquent Loan Status Report; (iiD) a Loan Payoff Notification Report; (iiiE) a CMSA Historical Liquidation Report; (ivF) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; and (vG) a CMSA REO Status Report; and (vi) a CMSA Loan Level Reserve/LOC Report.
(dc) 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, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (ii) the most recent CMSA Property File, CMSA Financial File, CMSA Loan Set-up 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 the Loanseach 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 3.12(b3.11(g) and/or 4.03(d), 4.03(d) and/or 4.03A(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 it the Master Servicer or, solely as to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer, shall forward so notify the Trustee, set forth such information in the form of an additional report, in a Supplemental Report 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 4.02(a8.15(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.
(ed) The Special Servicer shall deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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 Loan Pair Directing Holder the reports set forth in Section 3.13(d3.12(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 3.13(c3.12(b). 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)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 3.13(d3.12(c), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c) 3.12(b), and/or that if such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.13(c3.12(b), then, so long as the Master Servicer and the Special Servicer 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 . The Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.13(d3.12(c) caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) of this Agreement.
(fe) The preparation and maintenance by the Master Servicer and the Special Servicer of all the reports specified in this Section 3.133.12, including the calculations made therein, shall be done in accordance with CMSA standards to the extent applicable 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 the 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 Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as or (ii) the related Loan remains a Specially Serviced LoanDebt Service Coverage Ratio set forth in the Comparative Financial Status Report is below 1.0x, the cost of which shall be paid by the Special Servicer and provided that such expense shall be reimbursable as a Servicing Advancean Additional Trust Fund Expense. In addition, the Special Servicer shall perform or cause to be performed a physical inspection Each 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 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 a physical inspection and the Special Servicer for each Specially Serviced Mortgage Loan and REO Loan at the expense of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; providedTrust Fund, that the Master Servicer will not be required to shall perform or cause to be performed an inspection on a of all the Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer Properties at least once per calendar year (or, in the preceding six months. The Master Servicer case of Mortgage Loans (other than Specially Serviced Mortgage Loans) with a then current principal balance of less than (i) $2,000,000 and (ii) 2% of the 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 promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shallshall 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 following receiptafter a Mortgage Loan becomes a Specially Serviced Mortgage Loan, deliver copies of the operating statements and rent rolls received or obtained by it give written notice to the Master Servicer, the Controlling Class Representative and the Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee which will include an explanation as 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 reasons such Mortgage 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 became 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 Specially Serviced Mortgage Loan and the Special Servicer with respect to Servicer's plan for servicing such Mortgage Loan, a Specially Serviced Loan shall prepare or update and forward to copy of which notice will be provided by the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with, to each Rating Agency and upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer with respect request to a Performing Serviced Loan each Certificateholder 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 requestDepositor.
(cb) 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 Administered REO Properties, Properties providing the required information as of the end of the preceding calendar month: (i) a CMSA Property FileFile Report; and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (iv) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Historical Liquidation Report; (ii) a Historical Loan Payoff Notification Modification Report; (iii) a CMSA Historical Liquidation Report; (iv) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (v) a CMSA an REO Status Report; and (viiv) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA Report and REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property FileFile Report and a Comparative Financial Status Report, CMSA Financial File, CMSA Loan Set-up File each with the required information as of the end of the preceding calendar month (if modifiedin each case combining the reports prepared by the Special Servicer and the Master Servicer), CMSA ; (C) a Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification 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 (iiiD) a CMSA Servicer Watch List Report 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 required information as of the applicable such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d), and the Master Servicer and the TrusteeTrustee 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 3.13(c3.12(b) and this Section 3.12(d). 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 CMSA Loan File Report to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other 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 (ffollowed 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 preparation Special Servicer shall promptly following receipt, deliver copies of the operating statements and maintenance 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) 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 of all shall prepare or update and, with respect to any NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 done 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 case may be, but in accordance 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 CMSA standards 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 to be made available by the Master Servicer to the extent applicable theretoRating Agencies, the Trustee, the Special Servicer or the 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 If a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special Servicer shall perform or cause to be performed a physical inspection of a the related 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 and, if such Lease or Mortgage Loan remains a Specially Serviced LoanAsset for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable at least annually thereafter so long as such Lease or Mortgage Loan remains a Servicing AdvanceSpecially Serviced Asset. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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, abandonment or transfer of such Mortgaged Property, or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the such Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuers, the Indenture Trustee, the Property Manager and the Rating Agencies a copy of each forward copies such written report prepared by it within 15 days of the completion of each such inspection. The Special Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any such inspection reports prepared by it and (ii) shall be entitled to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeinspection fee for any such inspection, in each case from the applicable Issuers pursuant to Section 2.11(b) of the Indenture.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanAsset, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Obligor and review 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. 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 of such financial statements are Obligor required 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 provided under 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 Mortgage Loan 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 requestLease.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15, 2014, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuers, the Indenture Trustee and the Special Servicer shall deliver or cause (i) from information, if any, that the Property Manager has most recently received pursuant to be delivered to Section 3.12(b), a report setting forth the Master Servicer the following reports aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the Specially Serviced Loans and any Administered REO Propertiesapplicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, providing master lease level or corporate level, as applicable) and, in each case, identifying the required information as of period covered by the end of the preceding calendar month: (i) a CMSA Property File; related financial statements in its possession, and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on schedule, in the third Business Day prior to each Distribution Date, form of the Special Servicer shall deliver Mortgaged Property Schedule 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; Schedule, as applicable, prepared as of the later of (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: (i1) the most recent CMSA Historical Loan Modification Series Closing Date 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); (ii2) the most recent CMSA Property FileTransfer Date, CMSA Financial Fileand further identifying on such schedule each Lease or Mortgage Loan (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, CMSA Loan Set-up File (if modifiedin the case of the first such delivery, since the Series Closing Date), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining specifying the reports prepared by date on which the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as sale or re-lease of the related Determination Date Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with respect to its terms and, in each case, specifying the Loans. The Master Servicer shall include on one date of such reports updated information as of sale, re-lease or termination, the applicable Determination Date regarding amount collected in connection therewith and the amount of accrued any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid interest on Advances under the related Mortgage Loan or Lease incurred 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 (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)connection therewith.
(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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
Appears in 1 contract
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (ai) The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as (ii) the related Loan remains a Master Servicer (in the case of non-Specially Serviced Mortgage Loans other than the 2006-C23 Serviced Mortgage Loan, the cost of which shall be paid by ) or the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, (in the Special Servicer case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of each 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 REO Properties at least once per calendar yearSpecial Servicer, the cost of which such expense shall be paid by reimbursable first out of Penalty Interest and late payment charges otherwise payable to the Special Servicer and shall be reimbursable received in the Collection Period during which such inspection related expenses were incurred, then as a Servicing Advancean 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). Beginning in 2004, 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 a physical inspection of each Mortgaged Property securing a Performing Serviced Loan: (i) at least once every two calendar years and, in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided, that the Master Servicer will not be required to Servicer, at its expense) perform or cause to be performed an inspection on a of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged Property if 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 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 Master Servicer or the Special Servicer in during the immediately preceding six months. The Master Special Servicer and the Special Master Servicer shall each promptly prepare or cause to be prepared and (and, in the case of the Special Servicer, shall deliver to the Trustee and each other Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, it is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 Special Servicer 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 each forward deliver copies of any such inspection reports prepared by it to the Underwriters Certificateholders and the Controlling Class Directing Holder upon request, subject to payment of a reasonable fee.
(b) The Special Servicer, in the case of each Specially Serviced Loan and each REO Loan that was previously a Serviced 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 quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO PropertiesCertificate Owners. The Special Servicer shall, promptly following receipt, deliver copies 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 operating statements Master Servicer prior to such inspection, and rent rolls received 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 obtained by it (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 Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it Trustee in order 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 effectuate 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 requesttransfer.
(cb) 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 Administered REO Properties, 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 ReportReport and (iii) CMSA Financial File. Not later than 2:00 5:00 p.m. (New York City time) on the third first Business Day prior to following each Distribution 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) (or, as to clause (v) below, only with respect to Specially Serviced Mortgage Loans, any Administered REO Properties and, to ) providing the extent that the subject required information relates to when they were Specially Serviced Loans, any Corrected Loans:
as of such Determination Date: (i) a CMSA Delinquent Loan Status Report; (ii) a Loan Payoff Notification Report; (iii) a CMSA Historical Liquidation Report; (ivii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (viii) a CMSA REO Status Report; and , (viiv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Level Reserve/LOC Status Report.
(dc) Not later than 2:00 4:00 p.m. (New York City time) on the first third Business Day prior to after each Distribution Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee, the Rating Agencies, the Special Servicer and, upon request, any Controlling Class Certificateholder: ) (iA) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report, Report and CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from the Special Servicer pursuant to Section 3.13(c3.12(b); (iiB) the most recent a CMSA Property File, CMSA Financial File, CMSA Loan Set-up File (if modified), CMSA Delinquent Loan Status Report, a CMSA Comparative Financial Status Report and Loan Payoff Notification Report a CMSA Financial File, each with the required information as of the end 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 (iiiin each case combining the reports prepared by the Special Servicer and the Master Servicer); (D) a CMSA Servicer Watch List Watchlist 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 required information as of such Determination Date; and (E) a CMSA Advance Recovery Report, with the applicable required information as of such 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 (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)Date.
(ed) The Special Servicer shall will deliver to the Master Servicer the reports set forth in Section 3.13(c3.12(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, and the Master Servicer shall deliver with respect 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(d3.12(b) in an electronic format reasonably acceptable to and this Section 3.12(d) and the Master Servicer and the TrusteeTrustee 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 3.13(c). The 3.12(b) and this Section 3.12(d) and the 2006-C23 Master Servicer may, absent manifest error, conclusively rely on to the reports extent required to be provided by the 2003-C1 Master Servicer pursuant to the 20032006-C1 PSAC23 Pooling and Servicing Agreement. The Trustee may, absent manifest error, conclusively rely on the reports CMSA Loan Periodic Update File to be provided by the Master Servicer pursuant to Section 3.13(d4.02(b). In the case of information or reports to be furnished by the Master Servicer to the Trustee pursuant to this Section 3.13(d)3.12, to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.13(c3.12(b) and/or 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 3.13(c3.12(b) and this Section 3.12(d), 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, Servicer and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by this Section 3.13(d) 3.12 to the extent caused by the Special Servicer's failure to timely provide any report required under Section 3.13(c3.12(b) and this Section 3.12(d) of this Agreement.
. The Special Servicer, in the case of any Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage Loans (fother than the 2006-C23 Serviced Mortgage Loan), 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 2006-C23 Serviced Mortgage Loan), 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 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 preparation Special Servicer shall promptly, following receipt, deliver copies of the operating statements and maintenance 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 Master Servicer or 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 2006-C23 Serviced Mortgage Loan), each of the Master Servicer and the Special Servicer of all shall prepare or update and, with respect to any CMSA NOI Adjustment Worksheet prepared or updated by the reports specified in this Section 3.13Special Servicer, including forward to the calculations made thereinMaster 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 be done in accordance 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 CMSA standards respect to the extent applicable thereto2006-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 Special Servicer shall (subject to its right to do so pursuant to the related Mortgage) perform or cause to be performed a physical inspection of a Mortgaged Property as soon as practicable after the a related Serviced Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the related Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Special Servicer and shall be reimbursable as a Servicing Advance. In addition, the Special The Master Servicer shall at its expense perform or cause to be performed a physical an inspection of each of the REO Properties Mortgaged Property at least once per calendar year, the cost of which shall be paid by if the Special Servicer and shall be reimbursable as a Servicing Advance. Beginning has not already done so in 2004, the 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in pursuant to the case of all other such Mortgaged Propertiespreceding sentence; provided, however, that the Master Servicer will shall not be required to perform or cause to be performed such an inspection on with respect to a Mortgaged Property if such Mortgaged Property has been inspected by in calendar year 1997 to the Master Servicer extent an inspection was previously performed in 1997 in connection with the origination or acquisition of the Special Servicer in the preceding six monthsrelated Mortgage Loan. The Master Servicer and or Special Servicer, as the Special Servicer case may be, 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 Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Special Servicer or the Special Master Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith 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 each forward make copies of any 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 it 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 Underwriters Master Servicer and the Controlling Class Directing Holder upon requestTrustee 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, subject a copy of which notice will be provided by the Trustee to payment of a reasonable feeeach Certificateholder, each Rating Agency, the Depositor and each Underwriter.
(b) The Special Servicer, Servicer in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Loanall other Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterlycollect promptly from each related Mortgagor annual, annual quarterly and other periodic monthly operating statements statements, budgets and rent rolls with respect to each of the related Mortgaged Properties Property, and financial statements of such 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 PropertiesProperty and shall collect all such items promptly following their preparation. The Special Servicer shall, promptly following receipt, shall deliver copies of all of the operating statements and rent rolls received or obtained by it foregoing items so collected thereby to the Trustee, the Master ServicerServicer and any Sub-Servicers, and the Master Servicer shall promptly 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 copies 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 operating statements 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 rent rolls received 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 obtained by it 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 Master Servicer or the Special Servicer deems appropriate in accordance with the Servicing Standard and identifies 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 Master Servicer and the Master ServicerDepositor); (ii) in accordance with Exhibit E-1, as applicable, shall each, consistent with calculate the Servicing Standard, use reasonable efforts to obtain occupancy reports, sales reports Net Operating Income 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 ; and (iii) calculate the "Normalized" column from Debt Service Coverage Ratio for the CMSA NOI Adjustment Worksheet for any such Mortgaged Property related Mortgage Loan or REO Property (other than the Mortgaged Property securing the Windsor Capital Portfolio Loan Pair)Loan, 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 . The Updated Mortgage 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 Schedule 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 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 Special Servicer or any Depositor, the Rating Agencies and the Controlling Class Certificateholder, in each case upon requestRepresentative pursuant to Section 3.12(c).
(c) Not later than 2:00 p.m. (New York City time) on the second fourth Business Day prior to 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 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 Special Servicer, the Trustee, the Depositor, the Controlling Class Representative and the Rating AgenciesAgencies (for receipt by the 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 in such other form to which the Trustee, the Depositor, the Master Servicer, the Special Servicer andServicer, upon request, any the Controlling Class Certificateholder: (i) Representative and the most recent CMSA Historical Loan Modification 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 Corrected complete Updated Mortgage Loan ReportSchedule, CMSA Historical Liquidation Reportsubstantially in the form of Exhibit E-2, CMSA REO Status Report and CMSA Loan Level Reserve/LOC Report received from prepared as if 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 were the Cut-off Date and setting forth, among other things, the items referred to in the Loans. The Master Servicer shall include on one definition of such reports updated information "Mortgage Loan Schedule", as of well as the applicable Determination Date regarding the amount of accrued and unpaid interest on Advances items referred to in accordance with Section 3.12(b), 4.03(dfurther identifying on such schedule each Mortgage Loan (i) 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 has become an 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 ServicerLoan, and the Master Servicer shall deliver to date of the Trusteerelated REO Acquisition, the Special Servicer and, upon request, any Controlling Class Certificateholder or Loan Pair Directing Holder the reports set forth in Section 3.13(d(ii) in an electronic format reasonably acceptable to the Master Servicer and the Trustee. The Master Servicer mayrespect of which any modification, absent manifest errorwaiver, conclusively rely on the reports to be provided by the Special Servicer or amendment was agreed pursuant to Section 3.13(c)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 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 Special Servicer pursuant to Section 3.13(c), so long as the Master Servicer and the Special Servicer are not shall be entitled to indicate the same Person or Affiliates, 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 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 theretoby such source.
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Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The If a Lease or Mortgage Loan becomes a Specially Serviced Asset, the Special Servicer shall perform or cause to be performed a physical inspection of a the related 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 and, if such Lease or Mortgage Loan remains a Specially Serviced LoanAsset for more than two years, the cost of which shall be paid by the Special Servicer and shall be reimbursable at least annually thereafter so long as such Lease or Mortgage Loan remains a Servicing AdvanceSpecially Serviced Asset. In addition, the 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 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 two calendar years in the case of Mortgaged Properties securing Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the 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 by the Master Servicer or the Special Servicer in the preceding six months. The 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, abandonment or transfer of such Mortgaged Property, or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the such Mortgaged Property that the Master Servicer or the Special Servicer, as applicableit, in its reasonable, good faith and reasonable judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall deliver to the Issuers, the Indenture Trustee, the Property Manager and the Rating Agencies a copy of each forward copies such written report prepared by it within 15 days of the completion of each such inspection. The Special Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any such inspection reports prepared by it and (ii) shall be entitled to the Underwriters and the Controlling Class Directing Holder upon request, subject to payment of a reasonable feeinspection fee for any such inspection, in each case from the applicable Issuers pursuant to Section 2.11(b) of the Indenture.
(b) The Special Servicer, in the case of each any Specially Serviced Loan and each REO Loan that was previously a Serviced LoanAsset, and the Master ServicerProperty Manager, in the case of each Performing Serviced Loanall other Leases and Mortgage Loans, shall each, consistent with the Servicing Standard, use make reasonable efforts to obtain quarterly, collect promptly from each related Obligor and review 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. 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 of such financial statements are Obligor required 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 provided under 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 Mortgage Loan 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 requestLease.
(c) Not later than 2:00 p.m. (New York City time) on December 15 of each year, commencing December 15, 2014, the second Business Day prior Property Manager shall deliver to each Determination Datethe Issuers, the Indenture Trustee and the Special Servicer shall deliver or cause (i) from information, if any, that the Property Manager has most recently received pursuant to be delivered to Section 3.12(b), a report setting forth the Master Servicer the following reports aggregate Fixed Charge Coverage Ratios of all Mortgaged Properties with respect to which it has received sufficient financial information from the Specially Serviced Loans and any Administered REO Propertiesapplicable Obligor(s) to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level, providing master lease level or corporate level, as applicable) and, in each case, identifying the required information as of period covered by the end of the preceding calendar month: (i) a CMSA Property File; related financial statements in its possession, and (ii) a CMSA Comparative Financial Status Report. Not later than 2:00 p.m. (New York City time) on schedule, in the third Business Day prior to each Distribution Date, form of the Special Servicer shall deliver Mortgaged Property Schedule 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; Schedule, as applicable, prepared as of the later of (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: (i1) the most recent CMSA Historical Loan Modification Series Closing Date 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); (ii2) the most recent CMSA Property FileTransfer Date, CMSA Financial Fileand further identifying on such schedule each Lease or Mortgage Loan (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, CMSA Loan Set-up File (if modifiedin the case of the first such delivery, since the Series Closing Date), CMSA Delinquent Loan Status Report, CMSA Comparative Financial Status Report and Loan Payoff Notification Report (in each case combining specifying the reports prepared by date on which the Special Servicer and the Master Servicer); and (iii) a CMSA Servicer Watch List with information that is current as sale or re-lease of the related Determination Date Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with respect to its terms and, in each case, specifying the Loans. The Master Servicer shall include on one date of such reports updated information as of sale, re-lease or termination, the applicable Determination Date regarding amount collected in connection therewith and the amount of accrued any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due and unpaid interest on Advances under the related Mortgage Loan or Lease incurred 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 (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)connection therewith.
(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 Special Servicer pursuant to Section 3.13(c), 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 3.13(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 thereto.
Appears in 1 contract
