Enforcement of Alienation Clauses Sample Clauses

Enforcement of Alienation Clauses. Section 3.09 Realization Upon Defaulted Mortgage Loans; Required Appraisals.................................................. Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage Files....................................................... Section 3.11

Enforcement of Alienation Clauses. (a) Upon receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement, will analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section. With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion Loans), the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer (after providing the Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such request) has made any such determination, the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of the rating then assigned to the Certificates. The Special Servi...

Enforcement of Alienation Clauses. Section 3.09

Enforcement of Alienation Clauses. The Master Servicer (at the direction of the Special Servicer), in the case of Mortgage Loans other than Specially Serviced Mortgage Loans, and the Special Servicer, in the case of Specially Serviced Mortgage Loans, on behalf of the Trustee as the mortgagee of record, shall enforce the restrictions contained in any Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer has determined, in its reasonable good faith judgment, that waiver of such restrictions would be in accordance with the Servicing Standard; provided that the Special Servicer shall not waive, or instruct the Master Servicer to waive, any right it has, or grant any consent, or instruct the Master Servicer to grant any consent, it is otherwise entitled to withhold, under any related "due-on-encumbrance" clause until it has received written confirmation from each Rating Agency that such action would not result in the downgrade, qualification or withdrawal of the rating then assigned by such Rating Agency to any Class of Certificates. After having made any such determination, the Special Servicer shall deliver to the Trustee and the Master Servicer an Officer's Certificate setting forth the basis for such determination. The Master Servicer shall provide the Special Servicer with all information as it may reasonably request in order to make such determination.

Enforcement of Alienation Clauses. 74 3.09. Realization Upon Defaulted Mortgage Loans.............................74 3.10. Trustee to Cooperate; Release of Mortgage Files.......................77 3.11. Servicing Compensation; Interest on Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee regarding Back-up Servicing Advances ...................................................79 3.12. Property Inspections; Collection of Financial Statements; Delivery of Certain Reports.......................................................83 3.13. Annual Statement as to Compliance.....................................83 3.14. Reports by Independent Public Accountants.............................84 3.15. Access to Certain Information.........................................84 3.16. Title to REO Property; REO Account....................................85 3.17. Management of REO Property............................................86 3.18. Sale of Mortgage Loans and REO Properties.............................89 3.19. Additional Obligations of Master Servicer.............................93 3.20. Modifications, Waivers, Amendments and Consents.......................94 3.21. Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping..............................................97 3.22. Sub-Servicing Agreements..............................................98 ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS 4.01. Distributions........................................................101 4.02. Statements to Certificateholders; Certain Other Reports..............111 4.03. P&I Advances.........................................................112 Section Page ----

Enforcement of Alienation Clauses. With respect to the respective Mortgage Loans it is obligated to service hereunder, each of the Master Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer or the Master Servicer, as the case may be, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard; provided, however, with respect to any such determination to be made by the Master Servicer, the Master Servicer will notify the Special Servicer of, and confer with the Special Servicer regarding, its intent to waive such restrictions no less than five Business Days prior to taking such action; and, provided, further, that the Special Servicer shall have no right to veto the Master Servicer's determination. Notwithstanding the foregoing, the Master Servicer may take any action prior to the expiration of such five Business Day period if, in the Master Servicer's sole reasonable judgment, a delay in taking such action would be inconsistent with the Servicing Standard. Promptly after the Special Servicer or the Master Servicer has made any such determination, the Special Servicer or the Master Servicer, as the case may be, shall deliver to the other such party, the Trustee and the Rating Agencies an Officers' Certificate setting forth the basis for such determination.

Enforcement of Alienation Clauses. (a) The Master Servicers (with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans), on behalf of the Trustee as the mortgagee of record, shall enforce any "due-on-sale" or "due-on-encumbrance" clauses and any other restrictions contained in the related Mortgage or other related loan document on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless either Master Servicer or the Special Servicer, as the case may be, has (i) determined, in its reasonable judgment (exercised in accordance with the Servicing Standard and which, for the avoidance of doubt, would include a determination that any required conditions to a transfer have been met), that waiver of the lender's rights under such clauses or the waiver of such other restrictions, as applicable, would be in accordance with the Servicing Standard and (ii) complied with the applicable requirements, if any, of Section 6.11 and Section 6.12; provided that: (i) subject to the related Mortgage Loan documents and applicable law, neither of the Master Servicers nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-encumbrance" clause under any Trust Mortgage Loan that is a Significant Mortgage Loan, or if, taking into account existing debt on the subject Mortgaged Property (including any related Non-Trust Loan(s)) and the proposed additional debt as if such total debt were a single mortgage loan, the Loan-to-Value Ratio is equal to or greater than 85% or the Debt Service Coverage Ratio is equal to or less than 1.2x, unless it receives prior written confirmation from each Rating Agency that such action would not result in an Adverse Rating Event (except that prior written confirmation from Fitch shall not be required unless the Trust Mortgage Loan is a Significant Mortgage Loan); (ii) if the affected Trust Mortgage Loan is a Significant Mortgage Loan, then, subject to the related Mortgage Loan documents and applicable law, neither of the Master Servicers nor the Special Servicer shall waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related "due-on-sale" clause under any Trust Mortgage Loan until it has received written confirmation from each Rating Agency that such action would not resul...

Enforcement of Alienation Clauses. With respect to those Mortgage Loans it is obligated to service hereunder, each of the Master Servicer and the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor unless the Master Servicer or, subject to Section 3.27(a), the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Master Servicer or Special Servicer, as applicable, has made any such determination, it shall deliver to the other, the Trustee and the Operating Adviser an Officer's Certificate setting forth the basis for such determination.

Enforcement of Alienation Clauses. With respect to all Mortgage Loans, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the Servicing Standard. Promptly after the Special Servicer has made any such determination, the Special Servicer shall deliver to the Trustee, the Rating Agencies and the Master Servicer an Officers' Certificate setting forth the basis for such determination. The Special Servicer shall not exercise any such waiver in respect of a due-on-encumbrance provision without receiving the prior written confirmation from the Rating Agencies that such action would not result in a downgrading or withdrawal of the ratings then assigned to the Certificates.