Common use of Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report Clause in Contracts

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 4 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan either in the Servicer's possession or otherwise available to the Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. The Paying Agent shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided provided, that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Ge Commercial Mortgage Corp), Pooling and Servicing Agreement (Ge Capital Commercial Mortgage Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan either in the Servicer's possession or otherwise available to the Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate Agent a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. The Paying Agent shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Servicer pursuant to this Section Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-1), Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-2)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanLoan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the applicable Directing Holder, any related Companion Participation Holder and the Operating Advisor and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Asset File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the such Mortgage Loan Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Mortgage Loan becomes a Specially Serviced Mortgage Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Mortgage Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Mortgage Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Mortgage Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Operating Advisor, the applicable Directing Holder, any related Companion Participation Holder and the Seller, and upon delivery of such notice to the Servicer, such Mortgage Loan shall cease to be a Specially Serviced Mortgage Loan in accordance with the definition of Specially Serviced Mortgage Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan as a Performing Mortgage Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Mortgage Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer will shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of "Mortgage Asset File" for inclusion in the related Mortgage Asset File (with a copy to the extent such documents are in the possession of each such original the Special Servicer) and shall provide to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information information, including correspondence with the related MortgagorObligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Mortgage Loans as the Servicer or the Issuer reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Mortgage Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event with respect to the related Mortgage Asset), the 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), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Mortgage Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) the date of transfer of servicing of such Mortgage Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Mortgage Loan or REO Property; (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the applicable Directing Holder (but only for so long as no Control Termination Event has occurred and is continuing with respect to the related Mortgage Asset) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest)) or the terms of the applicable Asset Documents. If the applicable Directing Holder disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the Issuer, the 17g-5 Information Provider, the applicable Directing Holder, the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the applicable Directing Holder fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the best interests of the Relevant Parties in Interest. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset Status Report to the 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 the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event with respect to the related Mortgage Asset) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgage Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the applicable Directing Holder (but only for so long as no Control Termination Event has occurred and is continuing with respect to the related Mortgage Asset) and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the applicable Directing Holder may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Mortgage Loan and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Asset Documents. No direction of any applicable Directing Holder or the Issuer shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Mortgage Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement. With respect to a Mortgage Asset, prior to the occurrence of a Control Termination Event with respect to such Mortgage Asset, the Special Servicer shall be required to deliver only the Final Asset Status Reports to the Operating Advisor.

Appears in 1 contract

Sources: Servicing Agreement (TPG RE Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Commercial Real Estate Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereofthereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the applicable Directing Holder, any related Companion Participation Holder, the Operating Advisor and the Servicer shall deliver the related Mortgage File and Credit Servicing File to the Special Servicer and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Commercial Real Estate Loan in the Mortgage Loan Servicer’s possession and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Serviced Commercial Real Estate Loan until the Special Servicer has commenced the servicing of such Mortgage Serviced Commercial Real Estate Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Serviced Commercial Real Estate Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Serviced Commercial Real Estate Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt of properly identified funds. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereofthereof to the Servicer, the Issuer, the Operating Advisor, the applicable Directing Holder, any related Companion Participation Holder and the Seller and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit Servicing File to the Servicer, and upon delivery of such notice and returning the related Servicing File to the Servicer, such Commercial Real Estate Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Commercial Real Estate Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Commercial Real Estate Loan as a Performing Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Commercial Real Estate Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Notwithstanding the provisions of Section 3.16(e), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (e) Not later than sixty (60) days after a Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event with respect to the related Collateral Interest), the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Commercial Real Estate Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable. (i) the date of transfer of servicing of such Commercial Real Estate Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Commercial Real Estate Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the applicable Subordinate Class Representative (but only for so long as no Control Termination Event has occurred and is continuing with respect to the related Collateral Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest) or the terms of the applicable Loan Documents. If the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will provide revise such Asset Status Report and deliver to the Trustee originals Issuer, the 17g-5 Information Provider, the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of documents included the related Controlling Companion Participation), the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the definition of "Mortgage File" for inclusion Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the related Mortgage File (with best interests of the Relevant Parties in Interest, in which case the Special Servicer, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Special Servicer may, from time to time, modify any Asset Status Report, including, without limitation, a copy of each Final Asset Status Report, it has previously delivered and implement such original report, provided such report shall have been prepared, reviewed and not rejected pursuant to the Servicer)terms of this Section, and provide in particular, shall modify and resubmit such Asset Status Report to the Subordinate Class Representative (but only for so long as no Control Termination Event has occurred and is continuing with respect to the related Collateral Interest) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event with respect to the related Collateral Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the estimates, terms or amounts on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer may (i) following the occurrence of an extraordinary event with copies respect to the related Commercial Real Estate Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Subordinate Class Representative (but only for so long as no Control Termination Event has occurred and is continuing with respect to the related Collateral Interest) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) and (ii) in any additional case, shall determine whether disapproval of such action(s) from the Directing Holder is in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the applicable Directing Holder may have. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Mortgage Controlling Companion Participation) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan information including correspondence and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related MortgagorAsset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Loan Documents. No direction of the Subordinate Class Representative (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Commercial Real Estate Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement. With respect to a Collateral Interest, prior to the occurrence of a Control Termination Event, the Special Servicer shall be required to deliver only the Final Asset Status Reports to the Operating Advisor.

Appears in 1 contract

Sources: Servicing Agreement (Granite Point Mortgage Trust Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a the occurrence of any Special Servicing Transfer Event has occurred with respect to any Mortgage LoanCollateral Obligation of which the Servicer has notice, the Servicer shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer Servicer, the Issuer, the related Seller, and the Collateral Manager and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Servicing File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Collateral Obligation, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Collateral Obligation becomes a Specially Serviced Investment and in any event shall continue to act as Servicer and administrator of such Mortgage Loan Collateral Obligation until the Special Servicer has commenced the servicing of such Mortgage LoanCollateral Obligation, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect to each Collateral Obligation, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Collateral Obligation to the Servicer. Notwithstanding the preceding sentence, with respect to each Collateral Obligation that becomes a Specially Serviced Investment, the Special Servicer may instruct the related Obligor to remit all payments in respect of such Collateral Obligation to the Special Servicer, provided that the payee in respect of such payments shall remain the Servicer. The Special Servicer shall remit to the Servicer any such payments received by it pursuant to the preceding sentence within one (1) Business Day of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Investment to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) Investment has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Investment, the Special Servicer shall immediately promptly give notice thereof, and shall return the related Mortgage File and Credit File thereof to the Servicer and shall deliver to the Servicer information reasonably necessary for the Servicer to resume servicing, and upon giving such noticenotice and information reasonably necessary for the Servicer to resume servicing, and returning such Mortgage File and Credit File Collateral Obligation shall cease to be a Specially Serviced Investment in accordance with the Servicerproviso in the definition of Corrected Investment, the Special Servicer's ’s obligation to service such Corrected Mortgage Loan Collateral Obligation shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan Collateral Obligation as a Performing Investment shall re-commenceresume. In addition, if the related Obligor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Obligor to remit all payments in respect of such Specially Serviced Investment directly to the Servicer. (bc) In servicing any Specially Serviced Mortgage LoansInvestment, the Special Servicer will shall provide to the Trustee originals of documents included within the definition of "Mortgage “Servicing File" for inclusion in the related Mortgage Servicing File (with a copy of each such original to the extent such documents are in the possession of the Special Servicer), ) and provide the Servicer with copies of any additional related Mortgage Loan information Collateral Obligation information, including correspondence with the related MortgagorObligor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, a written statement describing, on an investment-by-investment basis, (i) the amount of all payments on account of interest received on each Specially Serviced Investment, the amount of all payments on account of principal, including principal prepayments, on each Specially Serviced Investment, the amount of net insurance proceeds and Net Liquidation Proceeds received with respect to each Specially Serviced Investment, and the amount of net income or net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of the REO Property relating to each applicable Specially Serviced Investment (it being understood and agreed that to the extent this information is provided in accordance with Section 4.01, the Special Servicer’s reporting obligations shall be deemed to be satisfied) and (ii) such additional information relating to the Specially Serviced Investments as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Investments and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Collateral Obligation becomes a Specially Serviced Investment, the Special Servicer shall deliver to each Rating Agency, the Servicer, the Issuer, the Collateral Manager, the Backup Servicer and the Trustee, and upon request, the underwriters, a report (the “Asset Status Report”) with respect to such Collateral Obligation and the related Collateral. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) date of transfer of servicing of such Collateral Obligation to the Special Servicer; (ii) summary of the status of such Specially Serviced Investment and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Collateral Obligation and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Underlying Mortgage Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Investment might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Investment, REO Property or REO Other Collateral); (vi) a copy of the last obtained Appraisal of the Underlying Mortgage Property or related underlying real property, as applicable; and (vii) such other information as the Special Servicer deems relevant in light of Accepted Servicing Practices. If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) does not disapprove such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, Accepted Servicing Practices (taking into consideration the best interests of all the CLO Noteholders and the Certificateholder) or the terms of the applicable Underlying Instruments. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the Collateral Manager, the Issuer, the Rating Agencies and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Collateral Manager fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination consistent with Accepted Servicing Practices, that such objection is not in the best interests of all the CLO Noteholders and the Certificateholder. In any event, if the Collateral Manager does not approve an Asset Status Report within ten (10) Business Days from the first submission of an Asset Status Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report where required to comply with Accepted Servicing Practices. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.16, and in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Collateral, take any action set forth in such Asset Status Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the CLO Noteholders or the Certificateholder and it has made a reasonable effort to contact the Collateral Manager, and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of all the CLO Noteholders and the Certificateholder pursuant to Accepted Servicing Practices, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Collateral Manager may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Investment and take such actions consistent with Accepted Servicing Practices and the related Asset Status Report. The Special Servicer shall not take any action materially inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with Accepted Servicing Practices, this Agreement, applicable law or the related Underlying Instruments. No direction of the Collateral Manager shall (a) require, permit or cause the Special Servicer to violate the terms of a Specially Serviced Investment, Accepted Servicing Practices, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (Capitalsource Inc)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] , Class H, Class I and Class [H] J Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Serviced Mortgage LoanLoan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Asset File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the such Mortgage Loan Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Mortgage Loan becomes a Specially Serviced Mortgage Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan. The Servicer , which shall deliver to occur upon the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided receipt by the Servicer to the Special Servicer pursuant of the information, documents and records referred to this Sectionin the preceding sentence. Upon determining that a Specially Serviced With respect to each such Mortgage Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Servicing Agreement (Lument Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its reasonable best efforts consistent with the Servicing Standard to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Special Servicer may conclusively rely upon any such documentation or information supplied to it by the Servicer, in the absence of manifest error. The Servicer shall use its reasonable best efforts consistent with the Servicing Standard to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer Trustee shall deliver to the Trustee, the Paying Agent, the UnderwritersUnderwriter, the Placement Agents Agent and to each Holder of a Class [F], Class [G] , Class H, Class I, Class J and Class [H] K Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately promptly give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to fully service and administer such Mortgage Loan shall re-commencerecommence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan. The Servicer , which shall deliver to occur upon the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided receipt by the Servicer to the Special Servicer pursuant of the information, documents and records referred to this Sectionin the preceding sentence. With respect to each such Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Loan to the Servicer. (a) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Collateral Manager and the Seller, and upon delivery of such notice to the Servicer, such Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan as a Performing Loan shall re-commenceresume. (b) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer will shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of "Mortgage “Collateral Interest File" for inclusion in the related Mortgage Collateral Interest File (with a copy to the extent such documents are in the possession of each such original the Special Servicer) and shall provide to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information information, including correspondence with the related MortgagorObligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (c) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (d) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (e) No later than sixty (60) days after a Serviced Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager, the Note Administrator and the Trustee, a report (the “Asset -57-

Appears in 1 contract

Sources: Servicing Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) 3.9.1 Upon determining that a the occurrence of any Special Servicing Transfer Event has occurred with respect to any Mortgage LoanInvestment of which Servicer has notice, the Servicer shall immediately on the same day give notice thereofthereof to Special Servicer, Owner and shall deliver the related Mortgage File and Credit File to the Special Servicer Lender, and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Servicing File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Investment, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five Business Days of the occurrence of each related Servicing Transfer Event date such Investment becomes a Specially Serviced Investment and in any event shall continue to act as Servicer and administrator of such Mortgage Loan Investment until the Special Servicer has commenced the servicing of such Mortgage LoanInvestment, which shall occur upon the receipt by Special Servicer of the information, documents and records referred to in the preceding sentence. The With respect to each Investment, Servicer shall deliver instruct the related Mortgagor to continue to remit all payments in respect of such Investment to Servicer. Notwithstanding the preceding sentence, subject to the TrusteeMaster Loan Agreement, the Paying Agent, the Underwriters, the Placement Agents and with respect to each Holder Investment that becomes a Specially Serviced Investment, Special Servicer may instruct the related Mortgagor to remit all payments in respect of such Investment to Special Servicer, provided that the payee in respect of such payments shall remain Servicer. Special Servicer shall remit to Servicer any such payments received by it pursuant to the preceding sentence within one Business Day of receipt. Servicer shall forward any notices it would otherwise send to Mortgagor of a Class [F], Class [G] and Class [H] Certificate a copy of the Specially Serviced Investment to Special Servicer who shall send such notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. related Mortgagor. 3.9.2 Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) Investment has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer)a Corrected Investment, and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately on the same day give notice thereof, thereof to Servicer and shall return the related Mortgage File and Credit File deliver to the Servicer information reasonably necessary for Servicer to resume servicing, and upon giving such noticenotice and information reasonably necessary for Servicer to resume servicing, and returning such Mortgage File and Credit File Investment shall cease to be a Specially Serviced Investment in accordance with the Servicerfirst proviso of the definition of Specially Serviced Investment, the Special Servicer's obligation to service such Corrected Mortgage Loan Investment shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan Investment as a Performing Investment shall re-commenceresume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to Special Servicer, then upon such determination, Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such corrected Investment directly to Servicer. (b) 3.9.3 In servicing any Specially Serviced Mortgage LoansInvestment, the Special Servicer will shall provide to the Trustee originals Owner and Lender copies of all documents included within the definition of "Mortgage Servicing File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer)and, and provide the Servicer with upon request by Owner or Lender, copies of any additional related Mortgage Loan information Investment information, including correspondence with the related Investment, and Special Servicer shall promptly provide copies of all of the foregoing to Servicer as well as copies of any analysis or internal review prepared by or for the benefit of Special Servicer. 3.9.4 Not later than two Business Days preceding each date on which Servicer is required to furnish reports under Section 4.1, Special Servicer shall deliver to Servicer and Lender a written statement describing, on an investment-by-investment basis, (i) the amount of all payments on account of interest received on each Specially Serviced Investment, the amount of all payments on account of principal, including principal prepayments, on each Specially Serviced Investment, and the amount of net insurance proceeds and Net Liquidation Proceeds received with respect to each Specially Serviced Investment (it being understood and agreed that to the extent this information is provided in accordance with Section 4.1, Special Servicer's reporting obligations shall be deemed to be satisfied) and (ii) such additional information relating to the Specially Serviced Investments as Servicer or the Owner reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to Servicer in writing and/or in such electronic media as is acceptable to Servicer. 3.9.5 Notwithstanding the provisions of the preceding Section 3.9.4, Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Investments and shall provide Special Servicer with any information reasonably required by Special Servicer to perform its duties under this Agreement. Special Servicer shall provide Servicer with any information reasonably required by Servicer to perform its duties under this Agreement. 3.9.6 No later than 60 days after an Investment becomes a Specially Serviced Investment, Special Servicer shall deliver to Owner and Lender a report (the "Asset Status Report") with respect to such Investment and the related Collateral. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: A. date of transfer of servicing of such Investment to Special Servicer; B. summary of the status of such Specially Serviced Investment and any negotiations with the related Mortgagor; C. a discussion of the legal and environmental considerations reasonably known to Special Servicer, consistent with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Investment and whether outside legal counsel has been retained; D. the most current rent roll and income or operating statement available for the related Mortgaged Property; E. Special Servicer's recommendations on how such Specially Serviced Investment might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Investment); F. a copy of the last obtained Appraisal of the Mortgaged Property; and G. such other information as Special Servicer deems relevant in light of Accepted Servicing Practices. If within ten Business Days of receiving an Asset Status Report, Owner does not disapprove such Asset Status Report in writing, Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that Special Servicer may not take any action that is contrary to applicable law, this Agreement, Accepted Servicing Practices (taking into consideration the best interests of Owner) or the terms of the documents evidencing the related Investment. If Owner disapproves such Asset Status Report within such ten-Business-Day period, Special Servicer will revise such Asset Status Report and deliver to Owner a new Asset Status Report as soon as practicable, but in no event later than 20 Business Days after such disapproval. Special Servicer shall revise such Asset Status Report until Owner fails to disapprove such revised Asset Status Report in writing within ten Business Days of receiving such revised Asset Status Report. In any event, if Owner does not approve an Asset Status Report within ten Business Days from the first submission of an Asset Status Report, Special Servicer may act upon the most recently submitted form of Asset Status Report where required to comply with Accepted Servicing Practices. Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset Status Report to Owner if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Mortgagor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Collateral, take any action set forth in such Asset Status Report before the expiration of a ten-Business-Day period if Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of Owner and it has made a reasonable effort to contact Owner, and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of Owner pursuant to Accepted Servicing Practices, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right that the Owner may have. Special Servicer shall have the authority to meet with ▇▇▇▇▇▇▇▇▇ for any Specially Serviced Investment and take such actions consistent with Accepted Servicing Practices and the related Asset Status Report. Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with Accepted Servicing Practices, this Agreement, applicable law or the documents evidencing the related Investment.

Appears in 1 contract

Sources: Interim Servicing Agreement (Ares Commercial Real Estate Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred the occurrence of any event specified in the definition of Specially Serviced Loan with respect to any Mortgage LoanLoan or Loan Pair, the Servicer shall immediately give notice thereof, to the Special Servicer, the Trustee and shall deliver the related Mortgage File Loan Seller and Credit File to the Special Servicer related Companion Holder and shall use its best efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan or Loan Pair and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best efforts to comply with the preceding sentence within 5 five Business Days of the occurrence of each related Servicing Transfer Event date such Mortgage Loan or Loan Pair becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan or Loan Pair until the Special Servicer has commenced the servicing of such Mortgage Loan or Loan Pair, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect to each Mortgage Loan or Loan Pair that becomes a Specially Serviced Loan, the Servicer shall instruct the related Borrower to continue to remit all payments in respect of such Mortgage Loan or Loan Pair to the Servicer. The Servicer or Special Servicer, as applicable, may agree that, notwithstanding the preceding sentence, with respect to each Mortgage Loan or Loan Pair that becomes a Specially Serviced Loan, the Servicer shall instruct the related Borrower to remit all payments in respect of such Mortgage Loan or Loan Pair to the Special Servicer, provided that the payee in respect of such payments shall remain the Servicer. The Special Servicer shall remit to the Servicer any such payments received by it pursuant to the preceding sentence within one Business Day of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder Borrower of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Sectionthe related Borrower. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Mortgage Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File thereof to the Servicer Servicer, and upon giving such notice, and returning such Mortgage File and Credit File Loan or Loan Pair shall cease to be a Specially Serviced Loan in accordance with the Servicerfirst proviso of the definition of Specially Serviced Loan, the Special Servicer's obligation to service such Corrected Mortgage Loan or Loan Pair shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan or Loan Pair as a Mortgage Loan or Loan Pair that is not a Specially Serviced Loan shall re-commenceresume. In addition, if the related Borrower has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Borrower to remit all payments in respect of such Specially Serviced Loan directly to the Servicer. (b) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer will shall provide to the Trustee Custodian originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the extent such documents are in the possession of the Special Servicer), ) and provide the Servicer with copies of any additional related Mortgage Loan information or Loan Pair information, including correspondence with the related MortgagorBorrower, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Deutsche Mortgage & Asset Receiving Corp Series 2000-C1)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Serviced Mortgage LoanLoan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Asset File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the such Mortgage Loan Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Mortgage Loan becomes a Specially Serviced Mortgage Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan. The Servicer , which shall deliver to occur upon the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided receipt by the Servicer to the Special Servicer pursuant of the information, documents and records referred to this Sectionin the preceding sentence. With respect to each such Mortgage Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Mortgage Loan to the Servicer. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Mortgage Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Collateral Manager and the Seller, and upon delivery of such notice to the Servicer, such Mortgage Loan shall cease to be a Specially Serviced Mortgage Loan in accordance with the definition of Specially Serviced Mortgage Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan as a Performing Mortgage Loan shall re-commenceresume. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer will shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of "Mortgage Asset File" for inclusion in the related Mortgage Asset File (with a copy to the extent such documents are in the possession of each such original the Special Servicer) and shall provide to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information information, including correspondence with the related MortgagorObligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Mortgage Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Mortgage Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager, any Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Mortgage Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) the date of transfer of servicing of such Mortgage Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Mortgage Loan or REO Property; (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Controlling Holder does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Issuer, the Class A Lenders and the Noteholders (as a collective whole)) or the terms of the applicable Asset Documents. If the Controlling Holder disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the Issuer, the 17g-5 Information Provider, the Controlling Holder, the Trustee, the Class A Lender, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Controlling Holder fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the best interests of the Relevant Parties in Interest. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Controlling Holder if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgage Loan, take any action set forth in such Asset Status Report before the expiration of a sixty (60) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer), and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer (or the Collateral Manager acting on behalf of the Issuer) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Mortgage Loan and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Asset Documents. No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) or any Controlling Holder shall (a) require, permit or cause the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (Lument Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) 3.9.1 Upon determining that a the occurrence of any Special Servicing Transfer Event has occurred with respect to any Mortgage LoanInvestment of which Servicer has notice, the Servicer shall immediately on the same day give notice thereofthereof to Special Servicer, Buyer and shall deliver the related Mortgage File and Credit File to the Special Servicer Seller, and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Servicing File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Investment, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five Business Days of the occurrence of each related Servicing Transfer Event date such Investment becomes a Specially Serviced Investment and in any event shall continue to act as Servicer and administrator of such Mortgage Loan Investment until the Special Servicer has commenced the servicing of such Mortgage LoanInvestment, which shall occur upon the receipt by Special Servicer of the information, documents and records referred to in the preceding sentence. The With respect to each Investment, Servicer shall deliver instruct the related Underlying Obligor to continue to remit all payments in respect of such Investment to Servicer. Notwithstanding the preceding sentence, with respect to each Investment that becomes a Specially Serviced Investment, Special Servicer may instruct the related Underlying Obligor to remit all payments in respect of such Investment to Special Servicer, provided that the payee in respect of such payments shall remain Servicer. Special Servicer shall remit to Servicer any such payments received by it pursuant to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and preceding sentence within one Business Day of receipt. Servicer shall forward any notices it would otherwise send to each Holder Underlying Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the Specially Serviced Investment to Special Servicer who shall send such notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. related Underlying Obligor. 3.9.2 Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) Investment has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer)a Corrected Investment, and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately on the same day give notice thereof, thereof to Servicer and shall return the related Mortgage File and Credit File deliver to the Servicer information reasonably necessary for Servicer to resume servicing, and upon giving such noticenotice and information reasonably necessary for Servicer to resume servicing, and returning such Mortgage File and Credit File Investment shall cease to be a Specially Serviced Investment in accordance with the Servicerfirst proviso of the definition of Specially Serviced Investment, the Special Servicer's obligation to service such Corrected Mortgage Loan Investment shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan Investment as a Performing Investment shall re-commenceresume. In addition, if the related Underlying Obligor has been instructed, pursuant to the preceding paragraph, to make payments to Special Servicer, then upon such determination, Special Servicer shall instruct the related Underlying Obligor to remit all payments in respect of such corrected Investment directly to Servicer. (b) 3.9.3 In servicing any Specially Serviced Mortgage LoansInvestment, the Special Servicer will shall provide to the Trustee originals Buyer and Seller copies of all documents included within the definition of "Mortgage Servicing File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer)and, and provide the Servicer with upon request by Buyer or Seller, copies of any additional related Mortgage Loan information Investment information, including correspondence with the related MortgagorInvestment, and Special Servicer shall promptly provide copies of all of the foregoing to Servicer as well as copies of any analysis or internal review prepared by or for the benefit of Special Servicer. 3.9.4 Not later than two Business Days preceding each date on which Servicer is required to furnish reports under Section 4.1, Special Servicer shall deliver to Servicer and Seller a written statement describing, on an investment-by-investment basis, (i) the amount of all payments on account of interest received on each Specially Serviced Investment, the amount of all payments on account of principal, including principal prepayments, on each Specially Serviced Investment, and the amount of net insurance proceeds and Net Liquidation Proceeds received with respect to each Specially Serviced Investment (it being understood and agreed that to the extent this information is provided in accordance with Section 4.1, Special Servicer's reporting obligations shall be deemed to be satisfied) and (ii) such additional information relating to the Specially Serviced Investments as Servicer or the Buyer or Seller reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to Servicer in writing and/or in such electronic media as is acceptable to Servicer. 3.9.5 Notwithstanding the provisions of the preceding Section 3.9.4, Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Investments and shall provide Special Servicer with any information reasonably required by Special Servicer to perform its duties under this Agreement. Special Servicer shall provide Servicer with any information reasonably required by Servicer to perform its duties under this Agreement. 3.9.6 No later than 60 days after an Investment becomes a Specially Serviced Investment, Special Servicer shall deliver to Buyer and Seller a report (the "Asset Status Report") with respect to such Investment and the related Collateral. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: A. date of transfer of servicing of such Investment to Special Servicer; B. summary of the status of such Specially Serviced Investment and any negotiations with the related Underlying Obligor; C. a discussion of the legal and environmental considerations reasonably known to Special Servicer, consistent with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Investment and whether outside legal counsel has been retained; D. the most current rent roll and income or operating statement available for the Underlying Mortgaged Property; E. Special Servicer's recommendations on how such Specially Serviced Investment might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Investment); F. a copy of the last obtained Appraisal of the Underlying Mortgaged Property; and G. such other information as Special Servicer deems relevant in light of Accepted Servicing Practices. If within ten Business Days of receiving an Asset Status Report, Buyer does not disapprove such Asset Status Report in writing, Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Master Repurchase Agreement, Accepted Servicing Practices (taking into consideration the best interests of Buyer) or the terms of the documents evidencing the related Investment. If Buyer disapproves such Asset Status Report within such ten-Business-Day period, Special Servicer will revise such Asset Status Report and deliver to Buyer a new Asset Status Report as soon as practicable, but in no event later than 20 Business Days after such disapproval. Special Servicer shall revise such Asset Status Report until Buyer fails to disapprove such revised Asset Status Report in writing within ten Business Days of receiving such revised Asset Status Report. Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset Status Report to Buyer (or Seller, as applicable) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Underlying Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, Special Servicer may, following the occurrence of an extraordinary event with respect to the related Collateral, take any action set forth in such Asset Status Report before the expiration of a ten-Business-Day period if Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of Buyer and it has made a reasonable effort to contact Buyer, Practices, and, upon making such determination, shall implement the recommended action. Notwithstanding the foregoing, it is understood that the Asset Status Report and associated procedures described above are not intended to replace or satisfy any specific consent or approval right that Buyer may have. Without limiting the generality of the foregoing, nothing in any of the foregoing shall be construed to permit the Servicer or the Special Servicer to take any action inconsistent with the understanding set forth in Section 1.2 or any of the actions described in Section 2.3.3 without the prior written consent of Buyer. Special Servicer shall have the authority to meet with Underlying Obligor for any Specially Serviced Investment and take such actions consistent with Accepted Servicing Practices and the related Asset Status Report. Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with Accepted Servicing Practices, this Agreement, applicable law or the documents evidencing the related Investment.

Appears in 1 contract

Sources: Interim Servicing Agreement (Ares Commercial Real Estate Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Participation Holder and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Commercial Real Estate Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Commercial Real Estate Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Commercial Real Estate Loan until the Special Servicer has commenced the servicing of such Mortgage Commercial Real Estate Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Commercial Real Estate Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Commercial Real Estate Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Collateral Manager, any related Companion Participation Holder and the Seller, and upon delivery of such notice to the Servicer, such Commercial Real Estate Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Commercial Real Estate Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Commercial Real Estate Loan as a Performing Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Commercial Real Estate Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Serviced Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Commercial Real Estate Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) the date of transfer of servicing of such Commercial Real Estate Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Commercial Real Estate Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest) or the terms of the applicable Asset Documents. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will provide revise such Asset Status Report and deliver to the Trustee originals Issuer, the 17g-5 Information Provider, the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of documents included the related controlling Companion Participation), the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the definition of "Mortgage File" for inclusion Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the related Mortgage File best interests of the Relevant Parties in Interest. The Special Servicer may, from time to time, modify any Asset Status Report (with including without limitation, a copy of each Final Asset Status Report) it has previously delivered and implement such original report, provided such report shall have been prepared, reviewed and not rejected pursuant to the Servicer)terms of this Section, and provide in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with copies respect to the related Commercial Real Estate Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) and (ii) in any additional case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related Mortgage controlling Companion Participation) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan information including correspondence and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related MortgagorAsset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Asset Documents. No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Commercial Real Estate Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (TPG RE Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan either in the Servicer's possession or otherwise available to the Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] and Class [H] Certificate Agent a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. The Paying Agent shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Servicer pursuant to this Section Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Periodic Payments or one Periodic Payment with respect to a Semi-Annual Loan (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Manhattan Bk First Union Na Bk Com Mor Tr Ser 1999-1)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Commercial Real Estate Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereofthereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Participation Holder and the Servicer shall deliver the related Mortgage File and Credit Servicing File to the Special Servicer and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Commercial Real Estate Loan in the Mortgage Loan Servicer’s possession and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Serviced Commercial Real Estate Loan until the Special Servicer has commenced the servicing of such Mortgage Serviced Commercial Real Estate Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Serviced Commercial Real Estate Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Serviced Commercial Real Estate Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt of properly identified funds. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereofthereof to the Servicer, the Issuer, the Collateral Manager, any related Companion Participation Holder and the Seller and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit Servicing File to the Servicer, and upon delivery of such notice and returning the related Servicing File to the Servicer, such Commercial Real Estate Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Commercial Real Estate Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Commercial Real Estate Loan as a Performing Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Commercial Real Estate Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans and REO Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Commercial Real Estate Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable (i) the date of transfer of servicing of such Commercial Real Estate Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Commercial Real Estate Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest)) or the terms of the applicable Loan Documents. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will provide revise such Asset Status Report and deliver to the Trustee originals Issuer, the 17g-5 Information Provider, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of documents included the related Controlling Companion Participation), the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the definition of "Mortgage File" for inclusion Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the related Mortgage File (with best interests of the Relevant Parties in Interest, in which case the Special Servicer, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Special Servicer may, from time to time, modify any Asset Status Report, including, without limitation, a copy of each Final Asset Status Report, it has previously delivered and implement such original report, provided such report shall have been prepared, reviewed and not rejected pursuant to the Servicer)terms of this Section, and provide in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the estimates, terms or amounts on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer may, following the occurrence of an extraordinary event with copies respect to the related Commercial Real Estate Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation). The Asset Status Report is not intended to replace or satisfy any additional specific consent or approval right which the Issuer or the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Mortgage Controlling Companion Participation) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan information including correspondence and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related MortgagorAsset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Loan Documents. No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Commercial Real Estate Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (Granite Point Mortgage Trust Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Participation Holder and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Commercial Real Estate Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Commercial Real Estate Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Commercial Real Estate Loan until the Special Servicer has commenced the servicing of such Mortgage Commercial Real Estate Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Commercial Real Estate Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Commercial Real Estate Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Collateral Manager, any related Companion Participation Holder and the Seller, and upon delivery of such notice to the Servicer, such Commercial Real Estate Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Commercial Real Estate Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Commercial Real Estate Loan as a Performing Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Commercial Real Estate Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Serviced Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g‑5 Information Provider, the Servicer, the Issuer, the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Commercial Real Estate Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) the date of transfer of servicing of such Commercial Real Estate Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Commercial Real Estate Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest) or the terms of the applicable Asset Documents. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will provide revise such Asset Status Report and deliver to the Trustee originals Issuer, the 17g‑5 Information Provider, the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of documents included the related controlling Companion Participation), the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the definition of "Mortgage File" for inclusion Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the related Mortgage File best interests of the Relevant Parties in Interest. The Special Servicer may, from time to time, modify any Asset Status Report (with including without limitation, a copy of each Final Asset Status Report) it has previously delivered and implement such original report, provided such report shall have been prepared, reviewed and not rejected pursuant to the Servicer)terms of this Section, and provide in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with copies respect to the related Commercial Real Estate Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) and (ii) in any additional case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related Mortgage controlling Companion Participation) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan information including correspondence and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related MortgagorAsset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Asset Documents. No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-Controlled Collateral Interest, a holder of the related controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Commercial Real Estate Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (TPG RE Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Serviced Mortgage LoanLoan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Participation Holder and the Operating Advisor and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Asset File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the such Mortgage Loan Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Mortgage Loan becomes a Specially Serviced Mortgage Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Mortgage Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Mortgage Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Mortgage Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Operating Advisor, the Collateral Manager, any related Companion Participation Holder and the Seller, and upon delivery of such notice to the Servicer, such Mortgage Loan shall cease to be a Specially Serviced Mortgage Loan in accordance with the definition of Specially Serviced Mortgage Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan as a Performing Mortgage Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Mortgage Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer will shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of "Mortgage Asset File" for inclusion in the related Mortgage Asset File (with a copy to the extent such documents are in the possession of each such original the Special Servicer) and shall provide to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information information, including correspondence with the related MortgagorObligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Mortgage Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Mortgage Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation), the Operating Advisor (but only after the occurrence and during the continuance of a Special Servicer Consultation Event with respect to the related Mortgage Asset), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Mortgage Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) the date of transfer of servicing of such Mortgage Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Mortgage Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest)) or the terms of the applicable Asset Documents. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the Issuer, the 17g-5 Information Provider, the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation), the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the best interests of the Relevant Parties in Interest. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgage Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation) and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the Collateral Manager (or, with respect to a Non-CLO Controlled Mortgage Asset, the holder of the related controlling Companion Participation) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Mortgage Loan and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Asset Documents. No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Mortgage Asset, a holder of the related controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Mortgage Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement. With respect to a Mortgage Asset, prior to the occurrence of a Special Servicer Consultation Event with respect to such Mortgage Asset, the Special Servicer shall be required to deliver only the Final Asset Status Reports to the Operating Advisor.

Appears in 1 contract

Sources: Servicing Agreement (TPG RE Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] , Class H and Class [H] I Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereof, and shall deliver the related Mortgage File and Credit File thereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Interest Holder and the Servicer shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan such Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately promptly give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File thereof to the Servicer, the Issuer, the Collateral Manager, any related Companion Interest Holder and the Seller, and upon delivery of such notice to the Servicer, such Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan as a Performing Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence promptly after the date such Specially Serviced Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of the preceding Section 3.16(d), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) No later than sixty (60) days after a Serviced Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager, any related Companion Interest Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable: (i) the date of transfer of servicing of such Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Controlling Holder does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest) or the terms of the applicable Loan Documents and shall not be required to follow any direction that otherwise is violative of the final paragraph of this Section 3.16. If the Controlling Holder disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will provide revise such Asset Status Report and deliver to the Trustee originals Issuer, the 17g-5 Information Provider, the Controlling Holder, the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Controlling Holder fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of documents included within receiving such revised Asset Status Report or until the definition of "Mortgage File" for inclusion Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the related Mortgage File (with a copy best interests of each the Relevant Parties in Interest. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such original report, provided such report shall have been prepared, reviewed and not rejected pursuant to the Servicer)terms of this Section, and provide in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Controlling Holder if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with copies respect to the related Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Controlling Holder and (ii) in any additional case, shall determine whether such affirmative disapproval is not in the best interests of the Relevant Parties in Interest pursuant to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Issuer or the Controlling Holder may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan and take such actions consistent with the Servicing Standard and the related Mortgage Loan information including correspondence Asset Status Report. The Special Servicer shall not take any action inconsistent with the related MortgagorAsset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Loan Documents. No direction of the Controlling Holder shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities or materially reduce such party’s rights under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (TPG RE Finance Trust, Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Servicer shall use its best efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder of a Class [F], Class [G] , Class H, Class I and Class [H] J Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Loan shall re-commence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that the occurrence of a Special Servicing Transfer Event has occurred with respect to any Mortgage LoanServiced Commercial Real Estate Loan of which the Servicer has notice, the Servicer (or the Special Servicer, if such Special Servicing Transfer Event occurs due to the Special Servicer’s receipt of notice pursuant to clause (vii) or (viii) under the definition thereof) shall immediately promptly give notice thereofthereof to the Special Servicer (or Servicer, as applicable), the Issuer, the Trustee, the Note Administrator, the Seller, the Collateral Manager, any related Companion Participation Holder and the Servicer shall deliver the related Mortgage File and Credit Servicing File to the Special Servicer and shall use its best reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Collateral Interest File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Commercial Real Estate Loan in the Mortgage Loan Servicer’s possession and reasonably requested by the Special Servicer to enable it to assume its functions duties hereunder with respect theretothereto without acting through a sub-servicer. The Servicer shall use its best reasonable efforts to comply with the preceding sentence within 5 five (5) Business Days of the occurrence of each related Servicing Transfer Event date such Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan and in any event shall continue to act as Servicer and administrator of such Mortgage Serviced Commercial Real Estate Loan until the Special Servicer has commenced the servicing of such Mortgage Serviced Commercial Real Estate Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Special Servicing Transfer Event had occurred and with respect to the REO Properties as if no REO acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. The Servicer, in its capacity as Servicer, will not have any responsibility for performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Servicer, in its capacity as Servicer, of its duties under this Agreement. With respect to each such Serviced Commercial Real Estate Loan, the Servicer shall instruct the related Obligor to continue to remit all payments in respect of such Serviced Commercial Real Estate Loan to the Servicer. The Special Servicer shall remit to the Servicer any such payments received by its pursuant to the preceding sentence within two (2) Business Days of receipt of properly identified funds. The Servicer shall deliver forward any notices it would otherwise send to the Trustee, the Paying Agent, the Underwriters, the Placement Agents and to each Holder related Obligor of a Class [F], Class [G] and Class [H] Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer Specially Serviced Loan to the Special Servicer pursuant who shall send such notice to this Section. the related Obligor. (b) Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect theretoa Corrected Loan, the Special Servicer shall immediately give notice thereofthereof to the Servicer, the Issuer, the Collateral Manager, any related Companion Participation Holder and the Seller and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit Servicing File to the Servicer, and upon delivery of such notice and returning the related Servicing File to the Servicer, such Commercial Real Estate Loan shall cease to be a Specially Serviced Loan in accordance with the definition of Specially Serviced Loan, the Special Servicer's ’s obligation to service such Corrected Mortgage Commercial Real Estate Loan shall terminate and the obligations of the Servicer to service and administer such Mortgage Commercial Real Estate Loan as a Performing Loan shall re-commenceresume. The Special Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Specially Serviced Loan becomes a Corrected Loan. (bc) In servicing any Specially Serviced Mortgage LoansLoan, the Special Servicer shall provide to the Custodian on behalf of the Trustee originals of any documents executed by the Special Servicer that are included within the definition of “Collateral Interest File” for inclusion in the related Collateral Interest File (to the extent such documents are in the possession of the Special Servicer) and shall provide to the Servicer, copies of any additional related Commercial Real Estate Loan information, including correspondence with the related Obligor, as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer. (d) Not later than two (2) Business Days preceding each date on which the Servicer is required to furnish reports under Section 4.01 to the Issuer and the Note Administrator, the Special Servicer shall deliver to the Servicer, with a copy to the Issuer and the Collateral Manager, (i) the CREFC® Special Servicer Loan File and (ii) such additional information relating to the Specially Serviced Loans and REO Loans as the Servicer or the Issuer (or the Collateral Manager acting on behalf of the Issuer) reasonably requests to enable it to perform its duties under this Agreement. Such statement and information shall be furnished to the Servicer in writing and/or in such electronic media as is acceptable to the Servicer. (e) Notwithstanding the provisions of Section 3.16(f), the Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans and shall provide the Special Servicer with any information in its possession reasonably required by the Special Servicer to perform its duties under this Agreement. The Special Servicer shall provide the Servicer with any information reasonably required by the Servicer to perform its duties under this Agreement. (f) Not later than sixty (60) days after a Serviced Commercial Real Estate Loan becomes a Specially Serviced Loan, the Special Servicer shall deliver to the 17g-5 Information Provider, the Servicer, the Issuer, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation), any related Companion Participation Holder, the Note Administrator and the Trustee, a report (the “Asset Status Report”) with respect to such Commercial Real Estate Loan. Such Asset Status Report shall set forth the following information to the extent reasonably determinable. (i) the date of transfer of servicing of such Commercial Real Estate Loan to the Special Servicer; (ii) a summary of the status of such Specially Serviced Loan and any negotiations with the related Obligor; (iii) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Commercial Real Estate Loan and whether outside legal counsel has been retained; (iv) the most current rent roll and income or operating statement available for the related Mortgaged Property or the related underlying real property, as applicable; (v) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any work-out, restructure or debt forgiveness) and returned to the Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Specially Serviced Loan or REO Property); (vi) a copy of the last obtained Appraisal of the Mortgaged Property; (vii) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional events of default; (viii) a summary of any proposed actions and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth the basis on which Special Servicer made such determination; and (ix) such other information as the Special Servicer deems relevant in light of the Servicing Standard. If within ten (10) Business Days of receiving an Asset Status Report, the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) does not disapprove of such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement, the Servicing Standard (taking into consideration the best interests of the Relevant Parties in Interest) or the terms of the applicable Loan Documents. If the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) disapproves such Asset Status Report within such ten (10) Business Day period, the Special Servicer will provide revise such Asset Status Report and deliver to the Trustee originals Issuer, the 17g-5 Information Provider, the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of documents included the related Controlling Companion Participation), the Trustee, the Note Administrator and the Servicer a new Asset Status Report as soon as practicable, but in no event later than twenty (20) Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report until the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) fails to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the definition of "Mortgage File" for inclusion Special Servicer makes a determination consistent with the Servicing Standard, that such objection is not in the related Mortgage File (with best interests of the Relevant Parties in Interest, in which case the Special Servicer, upon making such determination, shall implement the recommended action outlined in the Asset Status Report. The Special Servicer may, from time to time, modify any Asset Status Report, including, without limitation, a copy of each Final Asset Status Report, it has previously delivered and implement such original report, provided such report shall have been prepared, reviewed and not rejected pursuant to the Servicer)terms of this Section, and provide in particular, shall modify and resubmit such Asset Status Report to the Issuer and the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) if (i) the estimated sales proceeds, foreclosure proceeds, work-out or restructure terms or anticipated debt forgiveness varies materially from the estimates, terms or amounts on which the original report was based or (ii) the related Obligor becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special Servicer may, following the occurrence of an extraordinary event with copies respect to the related Commercial Real Estate Loan, take any action set forth in such Asset Status Report before the expiration of the relevant approval period if the Special Servicer has determined, in accordance with the Servicing Standard, that failure to take such action would materially and adversely affect the interests of the Relevant Parties in Interest and it has made a reasonable effort to contact the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation). The Asset Status Report is not intended to replace or satisfy any additional specific consent or approval right which the Issuer or the Collateral Manager (or, with respect to a Non-CLO Controlled Collateral Interest, the holder of the related Mortgage Controlling Companion Participation) may have. The Special Servicer shall have the authority to meet with the Obligor for any Specially Serviced Loan information including correspondence and take such actions consistent with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related MortgagorAsset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement, applicable law or the related Loan Documents. No direction of the Issuer (or the Collateral Manager acting on behalf of the Issuer) (or, with respect to a Non-CLO Controlled Collateral Interest, a holder of the related Controlling Companion Participation) shall (a) require, permit or cause the Servicer or the Special Servicer to violate the terms of any Commercial Real Estate Loan, the Servicing Standard, applicable law or any provision of this Agreement or (b) materially expand the scope of the Special Servicer’s, Issuer’s or the Servicer’s responsibilities under this Agreement.

Appears in 1 contract

Sources: Servicing Agreement (Granite Point Mortgage Trust Inc.)

Transfer of Servicing Between Servicer and Special Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan, the Servicer shall immediately give notice thereof, and shall deliver the related Mortgage File and Credit File to the Special Servicer and shall use its best efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Special Servicer may conclusively rely upon any such documentation or information supplied to it by the Servicer, in the absence of manifest error. The Servicer shall use its best efforts to comply with the preceding sentence within 5 Business Days of the occurrence of each related Servicing Transfer Event and in any event shall continue to act as Servicer and administrator of such Mortgage Loan until the Special Servicer has commenced the servicing of such Mortgage Loan, which will commence upon receipt by the Special Servicer of the Mortgage File. The Servicer Trustee shall deliver to the Trustee, the Paying Agent, the UnderwritersUnderwriter, the Placement Agents Agent and to each Holder of a Class [F], Class [G] , Class H, Class I, Class J and Class [H] K Certificate a copy of the notice of such Servicing Transfer Event provided by the Servicer to the Special Servicer pursuant to this Section. Upon determining that a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly Payments (provided no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof, and shall return the related Mortgage File and Credit File to the Servicer and upon giving such notice, and returning such Mortgage File and Credit File to the Servicer, the Special Servicer's obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Servicer to fully service and administer such Mortgage Loan shall re-commencerecommence. (b) In servicing any Specially Serviced Mortgage Loans, the Special Servicer will provide to the Trustee originals of documents included within the definition of "Mortgage File" for inclusion in the related Mortgage File (with a copy of each such original to the Servicer), and provide the Servicer with copies of any additional related Mortgage Loan information including correspondence with the related Mortgagor.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)