Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder. (b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan, Mortgaged Property or other collateral for a Mortgage Loan, (ii) may cause a violation of any provision of an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard. (c) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.
Appears in 1 contract
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Mortgage Asset) and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer applicable Directing Holder (or but only for so long as no Control Termination Event has occurred and is continuing with respect to the Collateral Manager acting on behalf of the Issuerrelated Mortgage Asset) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided.
(c) Notwithstanding anything herein to the contrary, however, that neither the Servicer or nor the Special Servicer shall not take or refrain from taking any action that action, at the Issuer (direction of any Directing Holder or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicerotherwise, as the case may be, take or refrain from taking to the extent that if the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan, Mortgaged Property or other collateral for a Mortgage Loan, (ii) may cause a violation of any provision of an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard.
(cd) The Collateral Manager (or, with respect Subject to a Non-CLO Controlled Mortgage Assetthe consent and consultation provisions set forth in Section 3.23, the holder of the related controlling Companion Participation) Special Servicer shall have the sole and exclusive right to consent to make any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled any Mortgage Asset, the holder of the related controlling Companion Participation) a copy of Loan; provided that any written request by an Obligor for a such decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should shall be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is made in accordance with the Servicing Standard.
Appears in 1 contract
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the processing and effectuation of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Documents on the related Mortgaged Property; , (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c2.03(d), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Commercial Real Estate Loan, Mortgaged Property or other collateral for a Mortgage Commercial Real Estate Loan, (ii) may cause a violation of any provision of an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the processing and effectuation of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further to the extent the terms of an Administrative Modification or Criteria-Based Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of an Administrative Modification or Criteria-Based Modification in accordance with the terms of the Asset Documents as modified by such Administrative Modification or Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.
(c) The Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management Standard and, in the case of a Criteria-Based Modification, if such Criteria-Based Modification constitutes a Major Decision, subject to the consent right of the holder of the related controlling Companion Participation (if any) over such Major Decision.
(d) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.
Appears in 1 contract
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the processing and effectuation of Administrative Modifications, Criteria-Based Modifications and Loan-Level Benchmark Replacement Conforming Changes at the direction of the Collateral Manager by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.232.03(c), to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Loans and (iii) in the case of the Special Servicer, to execute such any instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, Issuer and the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) aboveabove and, except in connection with any payment in full of any Loan, shall proceed with such course of action only upon receipt of the written approval thereof by the Issuer (or the Collateral Manager acting on behalf of the Issuer). The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(ba) Subject to Section 2.03(c), in In the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan, Mortgaged Property or other collateral for a Mortgage Loan, (ii) may cause a violation of any provision of an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard.
(c) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.taking
Appears in 1 contract
Sources: Servicing Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.232.03(c), to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, Issuer and the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) aboveabove (other than in connection with a payment in full of a Mortgage Loan or a partial release of a Mortgage Property in accordance with the related Asset Documents) and, except in connection with any payment in full of any Mortgage Loan, shall proceed with such course of action only upon receipt of the written approval thereof by the Issuer (or the Collateral Manager acting on behalf of the Issuer). The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c), in In the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) or any Controlling Holder (in the case of a Non-Controlled Mortgage Asset) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer Servicer, as the case may be, shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) or any Controlling Holder (in the case of a Non-Controlled Mortgage Asset) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan, related Obligor or Mortgaged Property or other collateral for a Mortgage LoanProperty, (ii) may cause a violation of any provision of an Asset Document, this Agreement, the related Participation Agreement or the Indenture Document or (iii) may cause a violation of the Servicing Standard (except that the processing of Administrative Modifications or Criteria-Based Modifications by the Special Servicer at the direction of the Collateral Manager will not be subject to the Servicing Standard; provided that any Administrative Modification or Criteria-Based Modification that would also be a Material Modification shall be subject to terms of Section 3.23(e)). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Mortgage Loan that was previously the subject of an Administrative Modification or a Criteria-Based Modification in accordance with the terms of the Asset Documents as modified by such Administrative Modification or Criteria-Based Modification, so long as it is otherwise performing the servicing of such Mortgage Loan in accordance with the Servicing Standard.
(c) The Collateral Manager (orSubject to the consent and consultation provisions set forth in Section 3.23, with respect including those related to a Non-CLO Controlled Mortgage AssetMajor Decisions that would also be Material Modifications, the holder of the related controlling Companion Participation) Special Servicer shall have the sole and exclusive right to consent to make any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Nonany Serviced Mortgage Loan; provided that any such decision (other than Administrative Modifications and Criteria-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion ParticipationBased Modifications) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is made in accordance with the Servicing Standard.
Appears in 1 contract
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Pre-Approved Modifications, Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the applicable Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Manager Interest) and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer applicable Directing Holder (or but only for so long as no Consultation Termination Event has occurred and is continuing with respect to the related Collateral Manager acting on behalf of the IssuerInterest) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer or nor the Special Servicer shall not take or refrain from taking any action that at the Issuer (direction of any Directing Holder or the Collateral Manager acting on behalf of the Issuer) requests that otherwise, if the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Commercial Real Estate Loan, Mortgaged Property or other collateral for a Mortgage Commercial Real Estate Loan, (ii) may cause a violation of any provision of an Asset a Loan Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Significant Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Significant Modifications shall not be deemed to be a Major Decision for purposes of determining Special Servicer’s duties under this Agreement).
(c) The Collateral Manager (or, with respect Subject to a Non-CLO Controlled Mortgage Assetthe consent and consultation provisions set forth in Section 3.23, the holder of the related controlling Companion Participation) Special Servicer shall have the sole and exclusive right to consent to make any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a Commercial Real Estate Loan; provided that any such decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should shall be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is made in accordance with the Servicing Standard (except that the administrative processing and entering into, at the direction of the Subordinate Class Representative of any Pre-Approved Modification, Administrative Modifications or Significant Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, then neither the Servicer or nor the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder Servicer will be in violation of the related controlling Companion Participation). In Servicing Standard if servicing a Commercial Real Estate Loan that was previously the event that the Servicer subject of a Pre-Approved Modification, Administrative Modification or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not Significant Modification in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder terms of the related controlling Companion Participation) fails to give notice Loan Documents as modified by such Pre-Approved Modification, Administrative Modification or Significant Modification, so long as it is otherwise performing the servicing of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is Commercial Real Estate Loan in accordance with the Servicing Standard.
Appears in 1 contract
Sources: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the administrative processing of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer or nor the Special Servicer shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests directs that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Commercial Real Estate Loan, Mortgaged Property or other collateral for a Mortgage Commercial Real Estate Loan, (ii) may cause a violation of any provision of an Asset a Loan Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the administrative processing of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard, and provided further an Administrative Modification or Criteria-Based Modifications shall not be deemed to be a Major Decision or Other Borrower Request for purposes of determining Special Servicer’s duties under this Agreement).
(c) Subject to the consent and consultation provisions set forth in Section 3.23, the Special Servicer shall have the sole and exclusive right to make any decision that is a Major Decision with respect to any Commercial Real Estate Loan; provided that any such decision shall be made in accordance with the Servicing Standard. Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of an Administrative Modification or a Criteria-Based Modification in accordance with the terms of the Loan Documents as modified by Administrative Modification or Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.
(cd) The Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management Standard.
(e) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.
Appears in 1 contract
Sources: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Loan Documents on the related Mortgaged Property; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Serviced Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that neither the Servicer or nor the Special Servicer shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests directs that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Commercial Real Estate Loan, Mortgaged Property or other collateral for a Mortgage Commercial Real Estate Loan, (ii) may cause a violation of any provision of an Asset a Loan Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard.
(c) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.
Appears in 1 contract
Sources: Servicing Agreement (Granite Point Mortgage Trust Inc.)
Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard (except that the processing and effectuation of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard). Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Loan Documents on the related Mortgaged Property; , (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Interest Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c2.03(d), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer (x) shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan, Mortgaged Property or other collateral for a Mortgage Loan, (ii) may cause a violation of any provision of an Asset a Loan Document, this Agreement, the related Participation Partition Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the processing and effectuation of Administrative Modifications or Criteria-Based Modifications by the Special Servicer shall not be subject to the Servicing Standard) and (y) may refrain from taking any action that the Issuer, the Co-Issuer, the Collateral Manager or any Companion Interest Holder directs that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard may materially expand the scope of the Servicer’s or the Special Servicer’s responsibilities (or materially reduce such party’s rights), as applicable, under this Agreement or any other Transaction Document. Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Loan that was previously the subject of an Administrative Modification or Criteria-Based Modification in accordance with the terms of the Loan Documents as modified by such Administrative Modification or Criteria-Based Modification, so long as it is otherwise performing the servicing of such Loan in accordance with the Servicing Standard.
(c) The Collateral Manager shall perform its obligations and exercise its rights hereunder (orincluding, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion ParticipationCollateral Management Standard.
(d) The Controlling Holder shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of promptly after receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, within the timeframe set forth in the related Participation Partition Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation)Controlling Holder. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, within the timeframe set forth in the related Participation Partition Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) Controlling Holder with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.
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Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Servicing Standard. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or other relevant Asset Documents on the related Mortgaged Property; , (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Commercial Real Estate Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the Indenture; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) above. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject to Section 2.03(c2.03(d), in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer shall not take or refrain from taking any action that the Issuer (or the Collateral Manager acting on behalf of the Issuer) requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Servicing Standard that such action or inaction, as the case may be: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Commercial Real Estate Loan, Mortgaged Property or other collateral for a Mortgage Commercial Real Estate Loan, (ii) may cause a violation of any provision of an Asset Document, this Agreement, the related Participation Agreement or the Indenture or (iii) may cause a violation of the Servicing Standard (except that the processing of Administrative Modifications or Criteria-Based Modifications by the Special Servicer will not be subject to the Servicing Standard). Notwithstanding anything herein to the contrary, neither the Servicer nor the Special Servicer will be in violation of the Servicing Standard if servicing a Commercial Real Estate Loan that was previously the subject of an Administrative Modification or Criteria-Based Modification in accordance with the terms of the Asset Documents as modified by such Administrative Modification or Criteria-Based Modification, so long as it is otherwise performing the servicing of such Commercial Real Estate Loan in accordance with the Servicing Standard.
(c) The Collateral Manager shall perform its obligations and exercise its rights hereunder (including, without limitation, its right to direct the Special Servicer to process any Administrative Modification or Criteria-Based Modification) in accordance with the Collateral Management Standard and, in the case of a Criteria-Based Modification, if such Criteria-Based Modification constitutes a Major Decision, subject to the consent of the holder of the related controlling Companion Participation (if any) over such Major Decision.
(d) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request that the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) approve a Major Decision at any time that the Servicer or the Special Servicer, as applicable, determines that such Major Decision should be considered. The Collateral Manager shall send the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that is a Major Decision within two (2) Business Days of receipt thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) shall consider such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicable. In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) is in accordance with the Servicing Standard, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation). In the event that the Servicer or the Special Servicer, as applicable, determines that the decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) is not in accordance with the Servicing Standard, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, within the timeframe set forth in the related Participation Agreement), then the Servicer or the Special Servicer, as applicable, shall not be bound by the determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage AssetCollateral Interest, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Servicing Standard.
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Authority of the Servicer or the Special Servicer. (a) In performing its Servicing or Special Servicing obligations hereunder, the Servicer or Special Servicer, as the case may be, shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone or through others, to take any and all actions in connection with such Servicing or Special Servicing, as applicable, that it deems necessary or appropriate in accordance with the Accepted Servicing StandardPractices. Without limiting the generality of the foregoing, each of the Servicer or Special Servicer, as the case may be, is hereby authorized and empowered by the Issuer when the Servicer or Special Servicer, as the case may be, deems it appropriate in accordance with the Servicing Standard and subject to the terms of this Agreement, including, without limitation, Section 3.23its reasonable judgment, to execute and deliver, on behalf of the Issuer, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien of each Mortgage or on the related Underlying Mortgage Property and any other relevant Asset related Collateral and the lien of the Mezzanine Loan Documents on the related Mortgaged PropertyCollateral; and (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments with respect to each of the Mortgage Loans and (iii) in the case of the Special Servicer, to execute such instruments of assignment and sale on behalf of the Issuer in accordance with the terms of the IndentureCollateral Obligations; provided, however, that the Servicer or Special Servicer, as the case may be, shall notify the Issuer, the Collateral Manager and any related Companion Participation Holder in writing in the event that the Servicer or Special Servicer, as the case may be, intends to execute and deliver any such instrument referred to in clause (ii) aboveabove and, except in connection with any payment in full of any Collateral Obligation or any release otherwise required by the related Underlying Instruments, shall proceed with such course of action only upon receipt of the written approval thereof by the Issuer (or the Collateral Manager acting on behalf of the Issuer); provided, further, however, that the Servicer or the Special Servicer, as the case may be, shall not take any action to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with Accepted Servicing Practices, that such action or inaction (1) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Collateral Obligation, Obligor, Underlying Mortgage Property or Collateral, or (ii) may cause a violation of any provision of an Underlying Instrument or Accepted Servicing Practices. The Issuer agrees to cooperate with the Servicer or the Special Servicer, as the case may be, by either executing and delivering to the Servicer or the Special Servicer, as the case may be, from time to time (i) powers of attorney evidencing the authority and power under this Section 2.03 of the Servicer or the Special Servicer, as the case may be, or (ii) such documents or instruments deemed necessary or appropriate by the Servicer or the Special Servicer, as the case may be, to enable the Servicer or the Special Servicer, as the case may be, to carry out its Servicing or Special Servicing obligations hereunder.
(b) Subject Notwithstanding anything to Section 2.03(c)the contrary herein, in the performance of its Servicing or Special Servicing obligations, the Servicer or the Special Servicer, as the case may be, shall take any action or refrain from taking any action that the Collateral Manager, the Issuer (or the Collateral Manager acting on behalf of the Issuer) Advancing Agent, as applicable, directs shall be taken or not taken, as the case may be, which relates to the Servicing or Special Servicing obligations under this Agreement; provided, however, that the Servicer or the Special Servicer Servicer, as the case may be, shall not take take, or refrain from taking taking, any action that the Issuer (or which the Collateral Manager acting on behalf of the Issuer) Manager, Issuer or Advancing Agent, as applicable, requests that the Servicer or the Special Servicer, as the case may be, take or refrain from taking to the extent that the Servicer or the Special Servicer, as the case may be, determines in accordance with the Accepted Servicing Standard Practices, that such action or inaction, as the case may be: inaction (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Collateral Obligation, Obligor, Underlying Mortgage Loan, Mortgaged Property or other collateral for a Mortgage LoanCollateral, (ii) may cause a violation of any provision of an Asset DocumentUnderlying Instrument or Accepted Servicing Practices, (iii) may expose the Servicer or the Special Servicer and their officers and directors to claim, suit or liability, (iv) expand the scope of the Servicer’s or the Special Servicer’s responsibilities under this Agreement, the related Participation Agreement or the Indenture ; or (iiiiv) may cause a violation of the Accepted Servicing StandardPractices.
(c) The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, To the holder of the related controlling Companion Participation) shall have the right to consent to any decision that is a Major Decision hereunder. The Servicer or the Special Servicer, as applicable, (i) shall send the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) a copy of any written request by an Obligor for a decision that is a Major Decision or any written notification of the occurrence of an event or circumstance that requires the making of a Major Decision within two (2) Business Days of receipt thereof, and (ii) may request extent that the Collateral Manager (or, has the right hereunder to give its consent or make a decision with respect to a Non-CLO Controlled Mortgage Assetany servicing matter, in the holder of the related controlling Companion Participation) approve a Major Decision at any time event that the Servicer or the Special Servicer, as applicable, determines in accordance with Accepted Servicing Practices that exigent circumstances exist such that immediate action is necessary to protect the interests of the Issuer, the CLO Noteholders and the Certificateholder, then the Servicer or the Special Servicer, as applicable, may take such action without waiting for the Collateral Manager’s response, provided that the Servicer or the Special Servicer, as applicable, shall provide prompt notice of such action to the Collateral Manager and, prior to the expiration of the Collateral Manager’s period of time to make a decision as provided herein, shall only take such actions as are necessary to protect the interests of the Issuer, the CLO Noteholders and the Certificateholder to the extent required by Accepted Servicing Practices.
(d) Notwithstanding anything to the contrary contained herein but subject to the preceding subsections (a) through (c) and this subsection (d), the Collateral Manager shall have the right to make any decision which is a Major Decision should be consideredhereunder. The Servicer and the Special Servicer, as applicable, shall give notice to the Collateral Manager of any decision which is a Major Decision hereunder within two (2) Business Days of knowledge thereof. The Collateral Manager shall send give notice to the Servicer and the Special Servicer, as applicable, a copy of any written request it receives from an Obligor for a decision that which is a Major Decision hereunder within two (2) Business Days of receipt knowledge thereof. The Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) shall consider make such Major Decision and notify the Servicer or the Special Servicer, as applicable, of its decision with respect to the actions to be taken with respect thereto within five (5) Business Days (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement) of receipt of a written request therefor by an Obligor, the Servicer or the Special Servicer, as applicablenotice of such Major Decision. In the event that the Servicer or the Special Servicer, as applicable, determines that the Collateral Manager’s decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is in accordance with the Accepted Servicing StandardPractices, then the Servicer or the Special Servicer, as applicable, shall take such actions as approved directed by the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation)Manager. In the event that the Servicer or the Special Servicer, as applicable, determines that the Collateral Manager’s decision of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) is not in accordance with the Accepted Servicing StandardPractices, or if the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) fails to give notice of its decision with respect to the actions to be taken within such five (5) Business Day period (or, with respect to a Non-CLO Controlled Mortgage Asset, within the timeframe set forth in the related Participation Agreement)period, then the Servicer or the Special Servicer, as applicable, shall not be bound by the Collateral Manager’s determination of the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) with respect to such Major Decision and shall have the right to take such actions with respect thereto as the Servicer or the Special Servicer, as applicable, determines is in accordance with the Accepted Servicing StandardPractices.
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