Master Servicer No. 2's obligation to make Advances; and (4) the adequacy of Master Servicer No. 2's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction. Without limiting the foregoing, subject to Section 3.21, (1) Master Servicer No. 1 shall be obligated to service and administer all Group A Mortgage Loans (other than any Non-Serviced Mortgage Loan) which, in each case, do not constitute Specially Serviced Mortgage Loans, (2) Master Servicer No. 2 shall be obligated to service and administer all Group B Mortgage Loans which, in each case, do not constitute Specially Serviced Mortgage Loans, (3) Master Servicer No. 3 shall be obligated to service and administer all Group C Mortgage Loans (other than any Non-Serviced Mortgage Loan) which, in each case, do not constitute Specially Serviced Mortgage Loans and (4) the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties (except with respect to the Bank of America Plaza Mortgaged Property and the Tysons Galleria Mortgaged Property); provided, that the applicable Master 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 Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) 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 applicable Master 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 applicable Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Neither Master Servicer will have any responsibility for the performance by the Special Servicer of its duties under this Agreement or the performance by the other Master Servicer of its duties under this Agreement. Each Mortgage...
Master Servicer No. 1 agrees that it shall pay the annual surveillance fees of Moody's, Fitch and S&P.
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Bank of America Trust Mortgage Loans (and any related Serviced Non-Trust Loans) and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to the Xxxxxxx, PNC, GECC and Capmark Trust Mortgage Loans (and any related Serviced Non-Trust Loans) and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Master Servicer No. 3 shall be the applicable Master Servicer with respect to the Dexia Trust Mortgage Loans (and any related Serviced Non-Trust Loans), and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Notwithstanding the foregoing, it is acknowledged and agreed that the duties of the applicable Master Servicer with respect to an Outside Serviced Trust Mortgage Loan will be limited to those expressly set forth herein and that most material servicing functions with respect thereto will be governed by the related Outside Servicing Agreement.
Master Servicer No. 3 shall, upon the request of Dexia, deliver copies to Dexia (at Dexia's expense) of operating statements and financial statements relating to Dexia Trust Mortgage Loans.
Master Servicer No has received written confirmation from an independent certified public accountant stating that (i) revenues from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date or Anticipated Repayment Date, as applicable, (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, (iii) the defeasance collateral is not subject to prepayment, call or early redemption, and (iv) interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor's interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or Anticipated Repayment Date, as applicable, will occur, when interest income will exceed interest expense.
Master Servicer No has received opinions of counsel that, subject to customary qualifications and exceptions, (i) the defeasance will not cause a REMIC Pool to fail to qualify as a REMIC for purpose of the Internal Revenue Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, and (iii) the Trustee will have a perfected, first priority security interest in the defeasance collateral.
Master Servicer No. 1 agrees that it shall remit all payments received (or advanced) with respect to each Farallon Portfolio Non-Trust Loan, net of its Master Servicing Fee and any other applicable fees and reimbursements payable to Master Servicer No. 1, the Special Servicer and the Trustee, to the holder of each Farallon Portfolio Non-Trust Loan not later than 3:00 p.m. (New York City time) two Business Days prior to the related "remittance date" for the securitization containing the related Non-Trust Loan.
Master Servicer No. 1 and the Special Servicer each hereby agree that, prior to taking any Farallon Portfolio Loan Major Action it shall consult with, provide required notices and information to, obtain the consent of, receive objection(s) from and/or take advice and/or direction from, the Farallon Portfolio Controlling Party as and to the extent required by the Farallon Portfolio Intercreditor Agreement and any other party permitted to consult on any such Farallon Portfolio Loan Major Action as set forth in the Farallon Portfolio Intercreditor Agreement.
Master Servicer No. 2 's obligation to make Advances; (d) Master Servicer No. 2 's or the Special Servicer's, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by Master Servicer No. 2 or the Special Servicer or any Affiliate of Master Servicer No. 2 or the Special Servicer, as applicable; (f) any debt that Master Servicer No. 2 or the Special Servicer or any Affiliate of Master Servicer No. 2 or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation, any mezzanine financing); and (g) any obligation of Master Servicer No. 2 , or an affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller; and
Master Servicer No. 2, as Master Servicer No. 2 with respect to the Ala Moana Portfolio Mortgage Loan and the Fair Lakes Office Portfolio Mortgage Loan that it is servicing hereunder, hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the General Master Servicer, the Special Servicer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:
