Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows: (i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and (ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement. (b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer. (c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement). (d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 XXX 0000-XXX00 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 XXX 0000-XXX00 Master Servicer and the Note A-2 XXX 0000-XXX00 Special Servicer pursuant to the terms of this Agreement and the Note A-2 XXX 0000-XXX00 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 XXX 0000-XXX00 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and Note A-3 the XXX 0000-XXX00 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 XXX 0000-XXX00 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 XXX 0000-XXX00 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6), Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Ubs11)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, the Note A-2 PSA and the Note A-3 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and the Note A-3 A-2 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization. In addition, the Note A-1 PSA, the Note A-2 PSA and the Note A-3 PSA shall have such additional provisions as are set forth in Section 1821. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and and, if applicable, the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and and, if applicable, the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
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)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 A-2 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, Fund amd the Note A-2 Trust Fund and Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 A-1 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 A-2 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that
Appears in 2 contracts
Samples: Co Lender Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and the Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
Appears in 2 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C10), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C44)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 A-1 Securitization Date, but prior to the Note A-2 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA; and
(ii) from and after the Note A-2 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 A-2 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 A-2 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 A-2 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in a
Appears in 2 contracts
Samples: Co Lender Agreement (CSMC 2016-NXSR Commercial Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Ubs12)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and the Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the
Appears in 2 contracts
Samples: Co Lender Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 CSAIL 2017-C8 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 CSAIL 2017-C8 Master Servicer and the Note A-2 CSAIL 2017-C8 Special Servicer pursuant to the terms of this Agreement and the Note A-2 CSAIL 2017-C8 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 CSAIL 2017-C8 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and Note A-3 the CSAIL 2017-C8 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 CSAIL 2017-C8 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 CSAIL 2017-C8 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
Appears in 2 contracts
Samples: Co Lender Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Co Lender Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization DateCSAIL 2018-CX11 Securitization, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 CSAIL 2018-CX11 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 CSAIL 2018-CX11 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and Note A-3 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 CSAIL 2018-CX11 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 CSAIL 2018-CX11 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
Appears in 2 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C11), Co Lender Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 Master Servicer and the Note A-2 Special Servicer pursuant to the terms of this Agreement and the Note A-2 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 BBCMS C-17 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 BBCMS C-17 PSA, the Note A-2 PSA and the Note A-3 A-4 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 BBCMS C-17 Trust Fund, the Note A-2 Trust Fund and the Note A-3 A-4 Trust Fund, Fund (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 BBCMS C-17 Securitization, the Note A-2 Securitization or the Note A-3 A-4 Securitization. In addition, the Note A-1 BBCMS C-17 PSA, the Note A-2 PSA and the Note A-3 A-4 PSA shall have such additional provisions as are set forth in Section 1821. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 BBCMS C-17 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and and, if applicable, the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and and, if applicable, the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Notes are in a Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in aplace, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
Appears in 1 contract
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2022-C18)
Servicing of the Mortgage Loan. (a) Each Holder acknowledges and agrees that, subject in each case to the specific terms of this Agreement, the Mortgage Loan shall be serviced as follows:
(i) from and after the Note A-2 XXX 0000-XXX00 Securitization Date, but prior to the Note A-1 Securitization Date, by the Note A-2 XXX 0000-XXX00 Master Servicer and the Note A-2 XXX 0000-XXX00 Special Servicer pursuant to the terms of this Agreement and the Note A-2 XXX 0000-XXX00 PSA; and
(ii) from and after the Note A-1 Securitization Date, by the Note A-1 Master Servicer and the Note A-1 Special Servicer pursuant to the terms of this Agreement and the Note A-1 PSA. Each Holder agrees to reasonably cooperate with each Servicer with respect to its exercise of its rights and obligations under the Servicing Agreement.
(b) The Note A-1 PSA, Note A-2 PSA and the Note A-3 XXX 0000-XXX00 PSA shall contain terms and conditions that are customary for securitization transactions involving assets similar to the Mortgage Loan and that are otherwise (i) required by the Code relating to the tax elections of the Note A-1 Trust Fund, the Note A-2 Trust Fund and Note A-3 the XXX 0000-XXX00 Trust Fund, (ii) required by law or changes in any law, rule or regulation or (iii) requested by the Rating Agencies rating the Note A-1 Securitization, the Note A-2 Securitization or the Note A-3 XXX 0000-XXX00 Securitization. In addition, the Note A-1 PSA, Note A-2 PSA and the Note A-3 XXX 0000-XXX00 PSA shall have such additional provisions as are set forth in Section 18. The Note A-1 Holder shall have the right to designate the Master Servicer and Special Servicer for the Note A-1 Securitization as long as each such party is a Qualified Servicer.
(c) Subject to the terms and conditions of this Agreement, each Holder hereby irrevocably and unconditionally consents to the appointment of the Master Servicer and the Lead Trustee under the Servicing Agreement by the Depositor and the appointment of the Special Servicer by the Directing Holder and agrees to reasonably cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with the Servicing Agreement. Each Holder hereby appoints the Master Servicer, the Special Servicer and the Lead Trustee under the Servicing Agreement as such Holder’s attorney-in-fact to sign any documents reasonably required with respect to the administration and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Holders as set forth herein and in such Servicing Agreement).
(d) If, at any time the Lead Note is no longer in a Securitization, the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that is substantially similar to the Servicing Agreement (and, if any the Non-Lead Note is in aa Securitization, subject to receipt of a Rating Agency Confirmation from the Rating Agencies that were engaged by the Depositor to rate such Securitization) and all references herein to the “Servicing Agreement” shall mean such subsequent Servicing Agreement; provided, however, that until a replacement Servicing Agreement has been entered into (and such written confirmation has been obtained), the Note A-1 Holder shall cause the Mortgage Loan to be serviced pursuant to the provisions of the Servicing Agreement as if such agreement was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement Servicing Agreement is in place, the actual servicing of the Mortgage Loan may be performed by any Qualified Servicer appointed by the Note A-1 Holder and does not have to be performed by the service providers set forth under the Servicing Agreement that was previously in effect.
(e) Notwithstanding anything to the contrary contained herein (including Sections 4 and 13(a)), each Servicing Agreement shall provide that the Servicer shall be required to service and administer the Mortgage Loan in accordance with the Servicing Standard as set forth in such Servicing Agreement, and any Holder who is not the Borrower or an Affiliate of the Borrower shall be deemed a third-party beneficiary of such provisions of the Servicing Agreement that run to the benefit of such Holder. It is understood that the Non-Lead Note Holder may separately appoint a servicer for the Non-Lead Note, by itself or together with other assets, but any such servicer will have no responsibility hereunder and shall be compensated solely by the Non-Lead Note Holder from funds payable to it hereunder or otherwise.
(f) The Holders acknowledge that the Servicer is to comply with this Agreement and the Mortgage Loan Documents in connection with the servicing of the Mortgage Loan.
(g) If any Note is included as an asset of a real estate mortgage investment conduit (a “REMIC”), within the meaning of Section 860D(a) of the Code, then, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage Loan shall be administered such that the Notes shall qualify at all times as (or as interests in) a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal property) acquired by or on behalf of the Holders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interest of the pro rata share of each Holder therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from any action of the Borrower, or exercise or refrain from exercising any powers or rights that the Holders may have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three (3) months after the startup day of the REMIC that includes any Note (or any portion thereof). Each Holder agrees that the provisions of this paragraph shall be effected by compliance with any REMIC provisions in the Servicing Agreement relating to the administration of the Mortgage Loan.
(h) In the event that one of the Notes is included in a REMIC, the other Holder shall not be required to reimburse such Holder or any other Person for payment of any taxes imposed on such REMIC or Advances therefor or for any interest on such Advance or for deficits in other items of disbursement or income resulting from the use of funds for payment of any such taxes, nor shall any disbursement or payment otherwise distributable to the other Holder be reduced to offset or make-up any such payment or deficit.
Appears in 1 contract
Samples: Co Lender Agreement