Common use of The Senior Trust Advisor Clause in Contracts

The Senior Trust Advisor. (a) The Senior Trust Advisor shall promptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Senior Trust Advisor by the Special Servicer. (b) The Senior Trust Advisor and its Affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. (i) After the occurrence and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between the Directing Certificateholder and the Special Servicer that constitutes Privileged Information), the Senior Trust Advisor shall (if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Event was continuing as of December 31, an annual report (the “Senior Trust Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Senior Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Senior Trust Advisor Annual Report contravene any provision of this Agreement), setting forth the Senior Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans; provided, further, however, that the Senior Trust Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Senior Trust Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Senior Trust Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(d) hereof, each such Senior Trust Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties (other than with respect to the Jordan Creek Mortgage Loan and the Mxxxxxx Mall Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Senior Trust Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)); provided, however, that the Special Servicer shall be given an opportunity to review the Senior Trust Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Senior Trust Advisor shall have no obligation to adopt any comments to the Senior Trust Advisor Annual Report that are provided by the Special Servicer. (ii) In the event the Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Senior Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. (d) Prior to the occurrence and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of both a Control Event and a related AB Control Appraisal Period), the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Senior Trust Advisor after such calculations have been finalized. The Senior Trust Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations. (i) After the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Senior Trust Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation. (ii) In connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Senior Trust Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer and that is reasonably requested by the Special Servicer. In the event the Senior Trust Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply. (f) The Senior Trust Advisor and its Affiliates shall keep all Privileged Information confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then included in the Control Eligible Certificates), other than any party hereto, to the extent expressly set forth herein, and the Senior Trust Advisor shall not, without the prior written consent of the Special Servicer, disclose any Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered to the Master Servicer, the Senior Trust Advisor, the Certificate Administrator, the Special Servicer, the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior Trust Advisor shall be permitted to share Privileged Information with its affiliates and any subcontractors of the Senior Trust Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Senior Trust Advisor. (g) Subject to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of Privileged Information), the Senior Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.08(a). (h) As compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on each Distribution Date with respect to each Mortgage Loan and each REO Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans). As to each Mortgage Loan and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. The Senior Trust Advisor shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a) and/or 6.03(b) hereof, such amounts to be reimbursed from amounts on deposit in the Certificate Account as provided by

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18)

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The Senior Trust Advisor. (a) The Prior to the occurrence and continuance of a Control Event, the Senior Trust Advisor shall promptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan, and (B) that is contained in the CREFC® CREFC Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Senior Trust Advisor by the Special Servicer. (b) The Senior Trust Advisor and its Affiliates affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. (i) After the occurrence and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between the Directing Certificateholder and the Special Servicer that constitutes Privileged Information), the Senior Trust Advisor shall (if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Event was continuing as of December 31, an annual report (the “Senior Trust Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Senior Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitationlimitations, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Senior Trust Advisor Annual Report contravene any provision of this Agreement), setting forth the Senior Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans; provided, further, however, that the Senior Trust Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Senior Trust Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Senior Trust Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(d) hereof, each such Senior Trust Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties (other than with respect to the Jordan Creek Mortgage Loan and the Mxxxxxx Mall Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Senior Trust Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website website in accordance with Section 3.15(c)); provided, however, that the Special Servicer shall be given an opportunity to review any annual report produced by the Senior Trust Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Senior Trust Advisor shall have no obligation to adopt any comments to the Senior Trust Advisor Annual Report that are provided by the Special Servicer. (ii) In the event the Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Senior Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. (d) Prior to the occurrence and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of both a Control Event and a related AB Control Appraisal Period)Event, the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Senior Trust Advisor after such calculations have been finalized. The Senior Trust Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations. (i) After the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Senior Trust Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation. (ii) In connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Senior Trust Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer and that is reasonably requested by the Special Servicer. In the event the Senior Trust Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply. (f) The Senior Trust Advisor and its Affiliates affiliates shall keep all Privileged Information confidential and shall not disclose such information to any other Person person (including any Certificateholders which are not then included in the Control Eligible Certificates), other than any party hereto, to the extent expressly set forth herein, and the Senior Trust Advisor shall not, without the prior written consent of the Special Servicer, disclose any Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered to the Master Servicer, the Senior Trust Advisor, the Certificate Administrator, the Special Servicer, the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior Trust Advisor shall be permitted to share Privileged Information with its affiliates and any subcontractors of the Senior Trust Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Senior Trust Advisor. (g) Subject to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of Privileged Information), the Senior Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.08(a). (h) As compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on each Distribution Date with respect to each Mortgage Loan and each REO Loan (including the Serviced Mortgage Loans and the Non-Specially Serviced Mortgage Loans). As to each Mortgage Loan Loan, and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. The Senior Trust Advisor shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a) and/or 6.03(b) hereof, such amounts to be reimbursed from amounts on deposit in the Certificate Account as provided byby Section 3.05(a). Each successor senior trust advisor shall be required to acknowledge and agree to the terms of the preceding sentence. In addition, the Senior Trust Advisor Consulting Fee shall be payable to the Senior Trust Advisor with respect to each Major Decision for which the Senior Trust Advisor has consultation obligations hereunder. The Senior Trust Advisor Consulting Fee shall be payable from funds on deposit in the Certificate Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Senior Trust Advisor Consulting Fee is actually received from the related Mortgagor. When the Senior Trust Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Senior Trust Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Senior Trust Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Senior Trust Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Senior Trust Advisor prior to any such waiver or reduction. (i) After the occurrence of a Consultation Termination Event, the Senior Trust Advisor may be removed upon (i) the written direction of holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Balances of Classes to which such Appraisal Reductions are allocable) requesting a vote to replace the Senior Trust Advisor with a replacement Senior Trust Advisor selected by such Certificateholders (provided that the proposed replacement Senior Trust Advisor meets the criteria set forth in Section 3.31(k)), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional Trust Fund expense). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.15(b), and by mail, and conduct the solicitation of votes of all Certificates in such

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10)

The Senior Trust Advisor. (a) The Senior Trust Advisor shall promptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Senior Trust Advisor by the Special Servicer. (b) The Senior Trust Advisor and its Affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. (i) After the occurrence and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between the Directing Certificateholder and the Special Servicer that constitutes Privileged Information), the Senior Trust Advisor shall (if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Event was continuing as of December 31, an annual report (the “Senior Trust Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Senior Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Senior Trust Advisor Annual Report contravene any provision of this Agreement), setting forth the Senior Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans; provided, further, however, that the Senior Trust Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Senior Trust Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Senior Trust Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(d) hereof, each such Senior Trust Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties (other than with respect to the Jordan Creek Mortgage Loan and the Mxxxxxx Mall Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Senior Trust Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)); provided, however, that the Special Servicer shall be given an opportunity to review the Senior Trust Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Senior Trust Advisor shall have no obligation to adopt any comments to the Senior Trust Advisor Annual Report that are provided by the Special Servicer. (ii) In the event the Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Senior Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. (d) Prior to the occurrence and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of both a Control Event and a related AB Control Appraisal Period), the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Senior Trust Advisor after such calculations have been finalized. The Senior Trust Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations. (i) After the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Senior Trust Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation. (ii) In connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Senior Trust Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer and that is reasonably requested by the Special Servicer. In the event the Senior Trust Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply. (f) The Senior Trust Advisor and its Affiliates shall keep all Privileged Information confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then included in the Control Eligible Certificates), other than any party hereto, to the extent expressly set forth herein, and the Senior Trust Advisor shall not, without the prior written consent of the Special Servicer, disclose any Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered to the Master Servicer, the Senior Trust Advisor, the Certificate Administrator, the Special Servicer, the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior Trust Advisor shall be permitted to share Privileged Information with its affiliates and any subcontractors of the Senior Trust Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Senior Trust Advisor. (g) Subject to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of Privileged Information), the Senior Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.08(a). (h) As compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on each Distribution Date with respect to each Mortgage Loan and each REO Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans). As to each Mortgage Loan and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. The Senior Trust Advisor shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a) and/or 6.03(b) hereof, such amounts to be reimbursed from amounts on deposit in the Certificate Account as provided by

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)

The Senior Trust Advisor. (a) The Prior to the occurrence and continuance of a Control Event, the Senior Trust Advisor shall promptly review (i) all information made available to Privileged Persons on the Certificate AdministratorTrustee’s Website (A) that relates related to any Specially Serviced Mortgage Loan, and (B) that is contained in Loan included as part of the CREFC® Servicer Watch List prepared by the Master Servicer CREFC Investor Reporting Package and (ii) each Final Asset Status Report delivered to the Senior Trust Advisor by the Special Servicer. (b) The Senior Trust Advisor and its Affiliates affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. (i1) After the occurrence and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment of compliance report, attestation report, any Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between the Directing Certificateholder and the Special Servicer that constitutes would be Privileged Information), the Senior Trust Advisor shall (if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator Trustee (which shall promptly post such Senior Trust Advisor Annual Report on the Trustee’s Website) and the 17g-5 Information Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s website) within one hundred-twenty (120) 120 days of the end of the prior calendar year for which a Control Event was continuing as of December 31, an annual report (the “Senior Trust Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Senior Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitationlimitations, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Senior Trust Advisor Annual Report contravene any provision of this Agreement), ) setting forth the Senior Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans; provided, further, however, that the Senior Trust Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Senior Trust Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Senior Trust Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(d3.33(d) hereof, each such Senior Trust Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties (other than with respect to the Jordan Creek Mortgage Loan and the Mxxxxxx Mall Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions)Information. Such Senior Trust Advisor Annual Report shall be delivered to the Certificate Administrator Trustee for the benefit of the Certificateholders (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate AdministratorTrustee’s Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website website in accordance with Section 3.15(c3.15(b)); provided, however, that each of the Special Servicer shall be given an opportunity to review any annual report produced by the Senior Trust Advisor Annual Report at least five (5) 2 Business Days prior to its delivery to the Certificate Administrator Trustee and the 17g-5 Information Provider. The Senior Trust Advisor shall have no obligation to adopt any comments to the Senior Trust Advisor Annual Report that are provided by the Special Servicer. (ii) In the event the Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Senior Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. (d) Prior to the occurrence and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of both a Control Event and a related AB Control Appraisal Period), the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Senior Trust Advisor after such calculations have been finalized. The Senior Trust Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations. (i) After the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Senior Trust Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation. (ii) In connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Senior Trust Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer and that is reasonably requested by the Special Servicer. In the event the Senior Trust Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply. (f) The Senior Trust Advisor and its Affiliates shall keep all Privileged Information confidential and shall not disclose such information to any other Person (including any Certificateholders which are not then included in the Control Eligible Certificates), other than any party hereto, to the extent expressly set forth herein, and the Senior Trust Advisor shall not, without the prior written consent of the Special Servicer, disclose any Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered to the Master Servicer, the Senior Trust Advisor, the Certificate Administrator, the Special Servicer, the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior Trust Advisor shall be permitted to share Privileged Information with its affiliates and any subcontractors of the Senior Trust Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Senior Trust Advisor. (g) Subject to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of Privileged Information), the Senior Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.08(a). (h) As compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on each Distribution Date with respect to each Mortgage Loan and each REO Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans). As to each Mortgage Loan and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. The Senior Trust Advisor shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a) and/or 6.03(b) hereof, such amounts to be reimbursed from amounts on deposit in the Certificate Account as provided by

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)

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The Senior Trust Advisor. (a) The Prior to the occurrence and continuance of a Control Event, the Senior Trust Advisor shall promptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan, and (B) that is contained in the CREFC® CREFC Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report delivered to the Senior Trust Advisor by the Special Servicer. (b) The Senior Trust Advisor and its Affiliates affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. (i) After the occurrence and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between the Directing Certificateholder and the Special Servicer that constitutes Privileged Information), the Senior Trust Advisor shall (if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Event was continuing as of December 31, an annual report (the “Senior Trust Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Senior Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitationlimitations, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Senior Trust Advisor Annual Report contravene any provision of this Agreement), setting forth the Senior Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans; provided, further, however, that the Senior Trust Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Senior Trust Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Senior Trust Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(d) hereof, each such Senior Trust Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties (other than with respect to the Jordan Creek Mortgage Loan and the Mxxxxxx Mall Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Senior Trust Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website website in accordance with Section 3.15(c)); provided, however, that the Special Servicer shall be given an opportunity to review any annual report produced by the Senior Trust Advisor Annual Report at least five two (52) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Senior Trust Advisor shall have no obligation to adopt any comments to the Senior Trust Advisor Annual Report that are provided by the Special Servicer. (ii) In the event the Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Senior Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy and completeness of any information it is provided without liability for any such reliance hereunder. (d) Prior to the occurrence and continuance of a Control Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance of both a Control Event and a related AB Control Appraisal Period)Event, the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan to the Senior Trust Advisor after such calculations have been finalized. The Senior Trust Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations. (i) After the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Senior Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Senior Trust Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Senior Trust Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation. (ii) In connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Senior Trust Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer and that is reasonably requested by the Special Servicer. In the event the Senior Trust Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which calculation is to apply. (f) The Senior Trust Advisor and its Affiliates affiliates shall keep all Privileged Information confidential and shall not disclose such information to any other Person person (including any Certificateholders which are not then included in the Control Eligible Certificates), other than any party hereto, to the extent expressly set forth herein, and the Senior Trust Advisor shall not, without the prior written consent of the Special Servicer, disclose any Privileged Information to any other Person, except to the extent that (i) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such parties, (ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iii) such Privileged Information was already known to such party and otherwise not subject to a confidentiality obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense of the Trust) delivered to the Master Servicer, the Senior Trust Advisor, the Certificate Administrator, the Special Servicer, the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior Trust Advisor shall be permitted to share Privileged Information with its affiliates and any subcontractors of the Senior Trust Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Senior Trust Advisor. (g) Subject to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of Privileged Information), the Senior Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.08(a). (h) As compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on each Distribution Date with respect to each Mortgage Loan and each REO Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans). As to each Mortgage Loan and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed. The Senior Trust Advisor shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a) and/or 6.03(b) hereof, such amounts to be reimbursed from amounts on deposit in the Certificate Account as provided by,

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)

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