Title and Management of REO Properties and REO Accounts. (a) If title to any Underlying Mortgage Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Parties in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Issuer, or its nominee (which shall not include the Servicer or the Special Servicer). The Special Servicer, on behalf of the Issuer, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted Servicing Practices. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Parties solely for the purpose of its prompt disposition and sale. (b) The Special Servicer shall have full power and authority, subject only to Accepted Servicing Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other Collateral, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Parties and the Certificateholder and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager shall pay such fees as a Servicing Advance. (c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account and shall be denominated in the name of the Issuer to be held for the benefit of the CLO Noteholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescribe. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other Collateral, including: (i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable; (ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all federal, state and local income taxes payable by the owner of the REO Property; and (iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Special Servicer shall notify the Collateral Manager to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. (d) When and as necessary, the Special Servicer shall send to the Collateral Manager and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b). To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer as a Servicing Advance.
Appears in 1 contract
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by TRTX in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.22 and Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Situs Holdings, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of TRTX 2018-FL2 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Servicer Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Servicer Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to Sub-REIT. In connection with the foregoing, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by GPMT in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.22 and Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Trimont Real Estate Advisors, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of GPMT 2021-FL3 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all U.S. federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to Sub-REIT. In connection with the foregoing, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Commercial Real Estate Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than ninety (90) days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by GPMT in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.22 and Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Trimont Real Estate Advisors, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of GPMT 2018-FL1 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
: (i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable;
Property; (ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all federal, state and local income taxes payable by the owner of the REO Property; and
and (iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Special Servicer shall notify the Collateral Manager to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses00000000.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b). To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer as a Servicing Advance.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by TRTX in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Situs Holdings, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of TRTX 2019-FL3 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all U.S. federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to Sub-REIT. In connection with the foregoing, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Commercial Real Estate Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than ninety (90) days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Property or other Collateral Loan) is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, or its nominee (which shall not include the Servicer or the Special Servicer). The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by the Collateral Manager in accordance with the REIT provisions of the Code. The Special Servicer shall manage, conserve, protect and operate each such REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other Collateralheld by the Issuer, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain on behalf of the Trustee with respect to any REO Property or REO Other Collateral a segregated custodial account as to which the “bank’s jurisdiction” for purposes of Article 9 of the Uniform Commercial Code is the State of New York (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Lument Real Estate Capital, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Class A Lenders and the Holders of the LMF 2023-1 Notes – REO Account”, or in such other manner as the Issuer (or the Collateral Manager acting on behalf of the Issuer) prescribes, to be held for the benefit of the CLO Noteholders Class A Lenders, the Noteholders, the other Secured Parties and the Certificateholder or other collateral or related Companion Participation Holder. The parties hereto agree that the Trustee shall be the “customer” (as defined in such other manner as Section 4-104 of the Issuer shall prescribeUniform Commercial Code) with respect to each REO Account. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all U.S. federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer for deposit into the Collection Account, on a monthly basis on or prior to the first Business Day following each Servicing Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Servicing Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Servicer or Special Servicer, as the case may be, of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary or other disregarded entity of LCMT, and unless otherwise directed by LCMT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to LCMT. In connection with the foregoing, and unless otherwise directed by LCMT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by TRTX in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.22 and Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Situs Holdings, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of TRTX 2018-FL1 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Servicer Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Servicer Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by TRTX (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to TRTX. In connection with the foregoing, and unless otherwise directed by TRTX (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by TRTX in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Situs Holdings, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of TRTX 2021-FL4 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all U.S. federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to Sub-REIT. In connection with the foregoing, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Commercial Real Estate Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than ninety (90) days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by GPMT in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.22 and Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Trimont Real Estate Advisors, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of GPMT 2019-FL2 Notes — REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Servicer Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Servicer Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by GPMT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to GPMT. In connection with the foregoing, and unless otherwise directed by GPMT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Commercial Real Estate Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after the acquisition thereof unless such Person is an Independent Contractor.
Appears in 1 contract
Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Title and Management of REO Properties and REO Accounts. (a) If In the event that title to any Underlying Mortgage Mortgaged Property or other Collateral is acquired on behalf of the Issuer for the benefit of the Secured Relevant Parties in Interest in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken (x) in the name of a U.S. corporation (or a limited liability company treated as a corporation for U.S. federal income tax purposes) wholly owned by the Issuer, Issuer or its nominee (which shall not include y) in such manner as is required pursuant to the Servicer or the Special Servicer)terms of any related Participation Agreement. The Special Servicer, on behalf of the IssuerRelevant Parties in Interest, shall dispose of any REO Property or REO Other Collateral held by the Issuer as soon after acquiring it as is practicable and feasible in a manner consistent with Accepted the Servicing PracticesStandard and as so advised by GPMT in accordance with the REIT Provisions. The Special Servicer shall manage, conserve, protect and operate each REO Property and REO Other Collateral for the Secured Relevant Parties in Interest solely for the purpose of its prompt disposition and sale.
(b) The Special Servicer shall have full power and authority, subject only to Accepted the Servicing Practices Standard, the terms of Section 3.22 and Section 3.23 hereof, and the other specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property and REO Other CollateralProperty, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Secured Relevant Parties and the Certificateholder in Interest and, in connection therewith, the Special Servicer shall agree to the payment of property management fees that are consistent with general market standards. The Collateral Manager Special Servicer shall request the Advancing Agent to pay such fees as a Servicing Advance.
(c) The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property or REO Other Collateral separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property or REO Other Collateral a segregated custodial account (each, an a “REO Account”), each of which shall be an Eligible Account and shall be denominated in entitled “Trimont Real Estate Advisors, LLC, as special servicer, for the name benefit of Wilmington Trust, National Association, as trustee, for the benefit of the Issuer Holders of GPMT 2021-FL4 Notes – REO Account” to be held for the benefit of the CLO Noteholders Noteholders, the Preferred Shareholders and the Certificateholder or other collateral or in such other manner as the Issuer shall prescriberelated Companion Participation Holder. The Special Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an the REO Account to the extent provided in Section 3.04. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account within two (2) Business Days after receipt of such REO Proceeds, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property or REO Other Collateral and for other Servicing Advances with respect to such REO Property or REO Other CollateralProperty, including:
(i) all insurance premiums due and payable in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty;
(ii) all real estate taxes and assessments in respect of any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, that may result in the imposition of a lien thereon and all U.S. federal, state and local income taxes payable by the owner of the REO Property; and
(iii) all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicable, including, if applicable, the payments of any ground rents in respect of such REO Property or related underlying real property (to the extent that the holder of the related REO Other Collateral has the right to pay same), as applicableProperty. To the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) aboveabove (other than income taxes), the Special Servicer shall notify request the Collateral Manager Advancing Agent to pay such amounts as Servicing Advances. The Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall withdraw from each REO Account and remit to the Servicer (i) for deposit into the Collection Account and (ii) for transfer to the servicer of the Companion Participation in accordance with the related Participation Agreement, on a monthly basis on or prior to the first Business Day following each Determination Date, the aggregate of all amounts received in respect of each REO Property as of such Determination Date that are then on deposit in such REO Account, provided, however, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses. The Special Servicer shall be entitled to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder. Such agreement shall provide: (A) for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; and (B) that the Independent Contractor’s fees be reasonable. The Special Servicer shall provide oversight and supervision with regard to the performance of all contracted services and any Independent Contractor agreement shall be consistent with and subject to the provisions of this Agreement. Neither the existence of any Independent Contractor agreement nor any of the provisions of this Agreement relating to the Independent Contractor shall relieve the Special Servicer of its obligations to the Issuer hereunder, including without limitation, the Special Servicer’s obligation to service such REO Property in accordance with the Servicing Standard.
(d) When and as necessary, the Special Servicer shall send to the Collateral Manager Servicer and the Issuer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for U.S. federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of any REO Property in accordance with Sections 3.13(a) and 3.13(b)Property. To perform its obligations hereunder, the Special Servicer shall be entitled to retain an Independent accountant or property manager on behalf of the Issuer for the benefit of the CLO Noteholders and the Certificateholder Relevant Parties in Interest to prepare such statements and the cost of which shall be paid by and reimbursed to the Servicer Advancing Agent as a Servicing Advance.
(e) The parties hereto acknowledge that for so long as the Issuer maintains its status as a Qualified REIT Subsidiary, and unless otherwise directed by Sub-REIT (or any subsequent REIT), the Special Servicer intends to conduct its activities such that any REO Property will qualify as “foreclosure property” within the meaning of Section 856(e) of the Code with respect to Sub-REIT. In connection with the foregoing, and unless otherwise directed by GPMT (or any subsequent REIT), the Special Servicer shall not:
(i) enter into, renew or extend any New Lease, if such New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Commercial Real Estate Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person to Directly Operate any REO Property on any date more than ninety (90) days after the acquisition thereof unless such Person is an Independent Contractor.
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Samples: Servicing Agreement (Granite Point Mortgage Trust Inc.)
