Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required: (i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and (ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto). (b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders. (c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed. (d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders. (e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 67 contracts
Samples: Co Lender Agreement (Benchmark 2024-V12 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (BMO 2024-5c8 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Note has been included in a Non-Lead Depositor’s compliance with Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 29 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4), Co Lender Agreement (COMM 2018-Cor3 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), provided, that if a Non-Directing Note has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related such Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 24 contracts
Samples: Co Lender Agreement, Co Lender Agreement (COMM 2019-Gc44 Mortgage Trust), Co Lender Agreement (Benchmark 2019-B13 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 23 contracts
Samples: Co Lender Agreement (Benchmark 2021-B31 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C37)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Note has been included in a Non-Lead Depositor’s compliance with Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the Non-Lead DepositorSecuritization(s), who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 20 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6), Co Lender Agreement (Morgan Stanley Capital I Trust 2019-H7)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicer shall be required (and the Servicing Agreement shall provide that require the Servicer shall be required:Servicer):
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing HolderHolder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, following that if a Non-Lead Note has been included in a Securitization, all notices, reports, then for any information or other deliverables for which the Special Servicer would be required to be delivered provide to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 17 contracts
Samples: Co Lender Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C10)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 15 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C15), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C14), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), provided, however, following that if a Non-Lead Note has been included in a Securitization, all notices, reports, then for any information or other deliverables for which the Special Servicer would be required to be delivered provide to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 15 contracts
Samples: Co Lender Agreement, Co Lender Agreement, Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C11)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is the Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 12 contracts
Samples: Co Lender Agreement (Benchmark 2018-B8 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2018-C2), Co Lender Agreement (DBGS 2018-C1 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 11 contracts
Samples: Co Lender Agreement, Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each the Non-Directing Holder Holders on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each the Non-Directing Holder Holders of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is the Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 11 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 11 contracts
Samples: Co Lender Agreement, Co Lender Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 10 contracts
Samples: Co Lender Agreement (CF 2019-Cf2 Mortgage Trust), Co Lender Agreement (Benchmark 2019-B13 Mortgage Trust), Co Lender Agreement (Benchmark 2019-B10 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event) relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 10 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gsa1), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc42), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 9 contracts
Samples: Co Lender Agreement (Benchmark 2018-B5 Mortgage Trust), Co Lender Agreement (Bank 2018-Bnk13), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C45)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 8 contracts
Samples: Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust), Co Lender Agreement (CD 2017-Cd6 Mortgage Trust), U Haul Sac Portfolios (CD 2017-Cd6 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 8 contracts
Samples: Co Lender Agreement (DBJPM 2016-C3 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Each Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreementa result of a Consultation Termination Event); provided, however, that all items that relate to the related if any Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1617.
Appears in 8 contracts
Samples: Co Lender and Future Funding Indemnification Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Co Lender and Future Funding Indemnification Agreement (UBS Commercial Mortgage Trust 2017-C3), Co Lender and Future Funding Indemnification Agreement (UBS Commercial Mortgage Trust 2017-C2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.thirty
Appears in 8 contracts
Samples: Co Lender Agreement (Benchmark 2024-V10 Mortgage Trust), Co Lender Agreement (Bank5 2024-5yr9), Co Lender Agreement (BMO 2024-5c5 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicer shall be required (and the Servicing Agreement shall provide that require the Servicer shall be required:Servicer):
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing HolderHolder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, following that if a Non-Lead Note has been included in a Securitization, all notices, reports, then for any information or other deliverables for which the Special Servicer would be required to be delivered provide to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
(f) The Servicing Agreement shall contain a provision requiring that, if a Servicer Termination Event on the part of the Special Servicer occurs and is continuing that affects the Non-Directing Holders, and the Special Servicer is not otherwise terminated, then the Non-Directing Holders shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the Mortgage Loan.
Appears in 7 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C18), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2019-C7)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event) relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
(f) Each Note Holder acknowledges that pursuant to the terms of a letter agreement, dated November 4, 2016 (the “Gap Insurance Policy Side Letter”), among UBS AG, New York Branch, Citi and the Borrower, each Note Holder has an independent right, exercisable in its discretion pursuant to the terms of the Gap Insurance Policy Side Letter, to demand that the Borrower perform the obligations (the “Gap Insurance Obligations”) specified in the Gap Insurance Policy Side Letter in accordance with the terms thereof. It is the intention of the Note Holders that from and after the date of this Agreement, each Holder of a Note that has not been included in a Securitization (a “Non-Securitized Note Holder”) will continue to have an independent right to demand that the Borrower perform the Gap Insurance Obligations. Accordingly, notwithstanding any provision in this Agreement to the contrary, each Non-Securitized Note Holder shall have an independent right, exercisable in its discretion pursuant to the terms of the Gap Insurance Policy Side Letter, to cause a demand to be made upon the Borrower to perform the Gap Insurance Obligations. If a Non-Securitized Note Holder that is a Non-Lead Note Holder elects to cause such a demand to be made upon the Borrower, such Non-Securitized Note Holder shall notify in writing the Lead Note Holder (or the Master Servicer on its behalf) and the other Non-Securitized Note Holders, if applicable, and the Lead Note Holder (or the Master Servicer on its behalf) shall promptly cause such demand to be made upon the Borrower. Each Non-Securitized Noteholder shall reasonably cooperate with each other and the Lead Note Holder (or the Master Servicer on its behalf) in connection with providing the approvals and consents that each Note Holder is entitled to provide pursuant to the Gap Insurance Policy Side Letter, with each Non-Securitized Note Holder and the Lead Note Holder acknowledging that the Non-Securitized Note Holder causing the demand to be made upon the Borrower pursuant to this Section 16(f) will be in the process of including its related Note(s) into a Securitization and that the Borrower must perform the Gap Insurance Obligations by a date that will accommodate the timing of such Securitization.
Appears in 6 contracts
Samples: Co Lender Agreement (CD 2017-Cd3 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Co Lender Agreement (CSMC 2016-NXSR Commercial Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1-A PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreementa result of a Consultation Termination Event) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if any Non-Lead Depositor’s compliance with Note has been included in a Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holders, the Special Servicer shall provide such notice to the master servicer of the applicable Securitization transactions, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 5 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Co Lender Agreement (COMM 2015-Lc23 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 or Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 5 contracts
Samples: Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Note has been included in a Non-Lead Depositor’s compliance with Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the Non-Lead DepositorSecuritization(s), who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2019-H6), Co Lender Agreement (CF 2019-Cf1 Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C12)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1-A, Note A-1-B1, Note A-1-B2, Note X-0-X, Xxxx X-0-X, Xxxx X-0 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (CD 2016-Cd1 Mortgage Trust), Co Lender Agreement (COMM 2016-Dc2 Mortgage Trust), Co Lender Agreement (CD 2016-Cd2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing HolderHolder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, following that if a Non-Lead Note has been included in a Securitization, all notices, reports, then for any information or other deliverables for which the Special Servicer would be required to be delivered provide to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1619.
Appears in 4 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C15), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C13), Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Each Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreementa result of a Consultation Termination Event); provided, however, that all items that relate if Note X-0, Xxxx X-0, Note A-4, Note A-5 or Note A-6 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5), Co Lender Agreement, Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2-1, Note A-2-2, Note A-3-1, Note A-3-2, Note A-3-3 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust), Co Lender Agreement (CD 2016-Cd2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Note has been included in a Non-Lead Depositor’s compliance with Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the Other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (Benchmark 2018-B3 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C9), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-B2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following that if Note A-1B, Note A-2A or Note A-2B has been included in a Non-Lead SecuritizationSecuritization transaction, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or then the Master Servicer or shall provide copies of any such notice, information and report to the master servicer and special servicer of the other Securitization transaction and the Special Servicer acting on its behalf) shall be delivered provide copies, to the related Non-Lead extent not already provided by the Master Servicer, of any such notice, information and report to the special servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the all notices, information and reports required to be provided to, to or requested by, by the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Actions or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan and the Mortgaged Property are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders, other than as required pursuant to Section 2(b)(iii) with respect to Major Actions.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc36), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Lead Securitization Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing HolderHolder (for this purpose, without regard to whether such items are actually required to be provided to the Directing Holder under the Lead Securitization Servicing Agreement due to the occurrence of a Consultation Termination Event); provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C37), Co Lender Agreement (CD 2016-Cd2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement CD3 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if a Note has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Co Lender Agreement (BBCMS Mortgage Trust 2017-C1), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C37), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc25)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if any Note has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C1)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note X-0X, Xxxx X-0X, Xxxx X-0X, Xxxx X-0X or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 4 contracts
Samples: Co Lender Agreement (CD 2017-Cd3 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc25), Co Lender Agreement (CD 2016-Cd2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement C2 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if a Note has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement, Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C5), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide Note A-1 PSA provides that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note X-0, Xxxx X-0, Note A-4-1 or Note A-4-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 or Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc36), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Note has been included in a Non-Lead Depositor’s compliance with Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Directing Holder, the Special Servicer shall provide such notice to the master servicer of the Non-Lead DepositorSecuritization(s), who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders Holders, whether or not any Non-Directing Holder has responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event) relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Non- Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
(f) Prior to the consummation of the Note A-1 Securitization, neither the Note A-2 Holder nor the Servicer on its behalf shall consent to the release of any Litigation Reserve Funds without having obtained the prior written consent of the Note A-1 Holder.
Appears in 3 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C48), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Co Lender Agreement
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (COMM 2015-Ccre27 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-3 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C1)
Rights of the Non-Directing Holders. (a) The Lead Securitization Each Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreementa result of a Consultation Termination Event); provided, however, that all items that relate if Note X-0, Xxxx X-0 or Note A-5 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Co Lender Agreement (CSMC 2016-NXSR Commercial Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-0-X, Xxxx X-0, Note A-3-A or Note A-3-B has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (CFCRE 2017-C8 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the each Non-Directing HoldersHolder, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such each Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each any Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the such Non-Directing Holders Holder (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the each Non-Directing HoldersHolder, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the each Non-Directing Holders Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing HoldersHolder.
(e) Any If any Non-Directing Holder that is a Borrower Party Party, it shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-B2), Co Lender Agreement (BENCHMARK 2018-B2 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2, Note A-3-A, Note A-3-B or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (COMM 2016-Cor1 Mortgage Trust), Co Lender Agreement (DBJPM 2016-C1 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (CD 2016-Cd2 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (COMM 2016-Cor1 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreementa result of a Consultation Termination Event); provided, however, that all items that relate if Note A-2A, the Note A-2B or Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holders, the Special Servicer shall provide such notice to the master servicer of the applicable Securitization transactions, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 3 contracts
Samples: Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2), Co Lender Agreement (COMM 2015-Lc23 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note X-0, Xxxx X-0, Note A-4, Note A-5 or Note A-6 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (DBJPM 2016-C3 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if a Note A-1 or Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2017-Cd6 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement C33 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame in which it is required to provide such information to the Directing HolderHolder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); providedprovided that if Note A-3-A, howeverNote A-3-B, following Note A-4-A or Note A-4-B has been included in a Non-Lead Securitization, all notices, reports, then for any information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or for which the Special Servicer acting on its behalf) shall would be delivered required to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered provide to such Non-Lead Master ServicerDirecting Holders, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed provide such notice to have satisfied its delivery obligations with respect to the master servicer of the applicable Securitization transactions, who shall forward such items hereunder or notice as and when required under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to terms of the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead DepositorSecuritization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls or meetings with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C33)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2-A or Note A-2-B has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C38), Co Lender Agreement (CFCRE 2017-C8 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a consultation termination event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a consultation termination event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 is included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2-2, Note A-4, Note A-5-1, Note A-5-2 or Note A-6 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37), Co Lender Agreement (DBJPM 2016-C1 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement COR2 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if a Note has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is the Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2017-Cd6 Mortgage Trust), Co Lender Agreement (COMM 2017-Cor2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note X-0-X, Xxxx X-0, Note A-3-A or Note A-3-B has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2017-H1), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event or equivalent term used in lead PSA), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided a result of a Consultation Termination Event or equivalent term used in the related Non-Lead Securitization Servicing Agreement) andlead PSA), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CSAIL 2016-C5 Commercial Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-C31)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement CD2 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if a Note has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is as specified with respect to the Directing Holder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), provided, however, that if Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related such Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreementdocuments; provided, however, that all items that relate related to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such the Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection thirty (30) days with respect to an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Co Lender Agreement (DBJPM 2016-C3 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection thirty (30) days with respect to an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection thirty (30) days with respect to an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period days with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2-1 or Note A-2-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C3)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 or Note A-3 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 1619.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (COMM 2015-Lc23 Mortgage Trust)
Rights of the Non-Directing Holders. (a) (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositor; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the notices, information and reports required to be provided to, or requested by, the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-1), Co Lender Agreement (Benchmark 2023-V2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Each of the Note A-1 PSA and the Note A-3 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 or Note A-3 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (COMM 2015-Ccre26 Mortgage Trust), Co Lender Agreement (COMM 2015-Ccre25 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if a Note has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement JPMDB 2018-C8 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2 and Note A-3 have been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C46), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement CSAIL 2017-C8 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-3 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7), Co Lender Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicer shall be required (and the Servicing Agreement shall provide that require the Servicer shall be required:Servicer):
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan Loans to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing HolderHolder (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event); provided, however, following that if a Non-Lead Note has been included in a Securitization, all notices, reports, then for any information or other deliverables for which the Special Servicer would be required to be delivered provide to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or Holder, the Special Servicer acting on its behalf) shall be delivered provide such notice to the related Non-Lead Master Servicermaster servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead Depositordocuments; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage LoanLoans, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer Servicer, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan Loans are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-C5), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C10)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-0, Xxxx X-0, Note A-4, Note A-5 or Note A-6 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (DBJPM 2016-C1 Mortgage Trust), Co Lender Agreement (COMM 2016-Dc2 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1-2 or Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holders, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each the Non-Directing Holder Holders on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder Holders requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing HolderHolders; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each the Non-Directing Holder Holders of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53), Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C17)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to provide to such Non- Directing Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered to such Non-Lead DepositorSecuritization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Non- Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Non- Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C36), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1 or Note A-2 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2016-Cd2 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1-1/A-2-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; , provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required that the Servicer shall be entitled to be delivered to rely on the related Non-identity of the Directing Holder or the related Non-Lead Note Holder pursuant most recently provided to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicerit, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1-2, Note A-1-3, Note A-2-2 or Note A-2-3, as applicable, is included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc22)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1-A PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if any Non-Lead Depositor’s compliance with Note has been included in a Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorNon- Directing Holders, the Special Servicer shall provide such notice to the master servicer of the applicable Securitization transactions, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc22)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1-A, Note A-1-B, Note A-2-A, Note A-2-B, Note A-3 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1-2 or Note A-2 has been included in a Securitization, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holders, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each the Non-Directing Holder Holders on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder Holders requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing HolderHolders; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each the Non-Directing Holder Holders of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower or a Borrower Party Affiliate shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C52)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-0, Xxxx X-0 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (COMM 2015-Ccre26 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2, Note A-3 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-4 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; , provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required that the Servicer shall be entitled to be delivered to rely on the related Non-identity of the Directing Holder or the related Non-Lead Note Holder pursuant most recently provided to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicerit, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note X-0, Xxxx X-0 or Note A-3 is included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if a Non-Lead Depositor’s compliance with Note has been included in a Securitization, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to participate in annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Benchmark 2018-B8 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1-A PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required to be delivered to the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate to the related if any Non-Lead Depositor’s compliance with Note has been included in a Securitization transaction, then for any applicable securities laws shall also information for which the Special Servicer would be delivered required to provide to such Non-Lead DepositorDirecting Holders, the Special Servicer shall provide such notice to the master servicer of the applicable Securitization transactions, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (COMM 2015-Lc23 Mortgage Trust)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-4 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; , provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required that the Servicer shall be entitled to be delivered to rely on the related Non-identity of the Directing Holder or the related Non-Lead Note Holder pursuant most recently provided to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicerit, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note X-0, Xxxx X-0, Xxxx X-0 or Note A-5 is included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P3)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-4 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; , provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required that the Servicer shall be entitled to be delivered to rely on the related Non-identity of the Directing Holder or the related Non-Lead Note Holder pursuant most recently provided to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicerit, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-1, Xxxx X-0, Xxxx X-0 xx Note A-5 is included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs5)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-4 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any notice, information and report that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing Holders, within the same time frame it is required to provide to the Directing Holder; , provided, however, following a Non-Lead Securitization, all notices, reports, information or other deliverables required that the Servicer shall be entitled to be delivered to rely on the related Non-identity of the Directing Holder or the related Non-Lead Note Holder pursuant most recently provided to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicerit, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-0, Xxxx X-0, Xxxx X-0 or Note A-5 is included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs4)
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement Note A-1 PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-2-1, Note A-2-2, Note A-3 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a the Borrower Party or an Affiliate of the Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract
Rights of the Non-Directing Holders. (a) The Lead Securitization Servicing Agreement PSA shall provide that the Servicer shall be required:
(i) to provide copies of any noticethe same notices, information and report reports that it is required to provide to the Directing Holder pursuant to the Servicing Agreement with respect to any Major Decisions Actions or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan to the Non-Directing HoldersHolders (but without regard to whether or not the Directing Holder actually has lost any rights to receive such information as a result of a Consultation Termination Event), within the same time frame it is required to provide as specified with respect to the Directing Holder; provided, however, following a Non-Lead Securitization, all notices, reports, information Holder (but without regard to whether or other deliverables required to be delivered to not the related Non-Directing Holder or the related Non-Lead Note Holder pursuant to this Agreement or the Lead Securitization Servicing Agreement by the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer, the related Non-Lead Special Servicer and the related Non-Lead Certificate Administrator (who then may forward such items to the party entitled actually has lost any rights to receive such items information as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) anda result of a Consultation Termination Event), when so delivered to such Non-Lead Master Servicer, Non-Lead Special Servicer and Non-Lead Certificate Administrator, the Lead Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Lead Securitization Servicing Agreement; provided, however, that all items that relate if Note A-0-X, Xxxx X-0-X, Xxxx X-0 or Note A-4 has been included in a Securitization transaction, then for any information for which the Special Servicer would be required to the related Non-Lead Depositor’s compliance with any applicable securities laws shall also be delivered provide to such Non-Lead DepositorDirecting Holder, the Special Servicer shall provide such notice to the master servicer of the other Securitization transaction, who shall forward such notice as and when required under the terms of the related Securitization documents; and
(ii) to consult with each Non-Directing Holder on a strictly non-binding basis, if, having received such notices, information and reports, such Non-Directing Holder requests consultation with respect to any such Major Decision Action or the implementation of any recommended actions outlined in an Asset Status Report relating to the Mortgage Loan, and consider alternative actions recommended by such Non-Directing Holder; provided that after the expiration of a period of ten (10) Business Days (or in connection with an Acceptable Insurance Default, thirty (30) days) from the delivery to each Non-Directing Holder of written notice of a proposed action, together with copies of the noticesnotice, information and reports report required to be provided to, or requested by, to the Directing Holder, the Servicer shall no longer be obligated to consult with the Non-Directing Holders, whether or not the Non-Directing Holders have responded within such ten (10) Business Day period (unless the Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period (or in connection with an Acceptable Insurance Default, thirty (30) day period) shall be begin anew from the date of such proposal and delivery of all information relating thereto).
(b) Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holders, the Servicer may take any Major Decision Action or any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period (or thirty (30) day period with respect to an Acceptable Insurance Default) if the Servicer determines, in accordance with the Servicing Standard, determines that immediate action with respect thereto is necessary to protect the interests of the Holders.
(c) In addition to the foregoing non-binding consultation rights, the Non-Directing Holders shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the Mortgage Loan are discussed.
(d) In no event shall the Servicer be obligated at any time to follow or take any alternative actions recommended by any of the Non-Directing Holders.
(e) Any Non-Directing Holder that is a Borrower Party or an Affiliate of a Borrower shall not be entitled to any of the rights set forth in this Section 16.
Appears in 1 contract