Primary Servicer Sample Clauses

Primary Servicer. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in the event that Note A-1 and Note A-2 are held by different Persons, Borrower shall be required to deal with only one Person acting on behalf of all Persons comprising Lender (the “Primary Servicer”), with respect to any consents, approvals or notices required or permitted from, or to, Lender pursuant to the Loan Documents (it being understood that the Primary Servicer may need to consult with other Persons that hold a portion of Lender’s rights and obligations under the Loan or with the Rating Agencies in connection with any such consent, approval or notice and that a so-calledspecial servicer” may act as such Primary Servicer). Lender may replace such Primary Servicer with another Primary Servicer at any time in Lender’s sole discretion. As of the date hereof, Wachovia Bank, National Association is hereby designated as the Primary Servicer and unless and until Borrower is notified by Wachovia Bank, National Association of a new Primary Servicer, Borrower shall be permitted to rely conclusively and irrevocably on such designation.
Primary Servicer. DEFAULT Each of the following events shall constitute a "Primary Servicer Default" hereunder:
Primary Servicer. SCHEDULE XVI Additional Form 10-K Disclosure The parties identified in the "Party Responsible" column are obligated pursuant to Section 13.7 of the Pooling and Servicing Agreement to disclose to the Depositor and the Paying Agent any information described in the corresponding Form 10-K Item described in the "Item on Form 10-K" column to the extent such party has knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself). -------------------------------------------------------------------------------- Item on Form 10-K Party Responsible -------------------------------------------------------------------------------- Item 1B: Unresolved Staff Comments o Depositor -------------------------------------------------------------------------------- Item 9B: Other Information o Paying Agent o Any other party responsible for disclosure items on Form 8-K -------------------------------------------------------------------------------- Item 15: Exhibits, Financial o Paying Agent Statement Schedules o Depositor -------------------------------------------------------------------------------- Additional Item: o Master Servicer (as to itself) o Special Servicer (as to itself) Disclosure per Item 1117 of Regulation o Paying Agent (as to itself) AB o Trustee (as to itself) o Depositor (as to itself) o Primary Servicer (as to itself) o Any other Reporting Servicer (as toitself) o Trustee/Paying Agent/Master Servicer/Depositor/Special Servicer as to the Trust o Each Seller as sponsor (as defined in Regulation AB) o Originators under Item 1110 of Regulation AB o Party under Item 1100(d)(1) of Regulation AB -------------------------------------------------------------------------------- Additional Item: o Master Servicer (as to itself) Disclosure per Item 1119 of Regulation o Special Servicer (as to itself) AB o Paying Agent (as to itself) o Trustee (as to itself) o Depositor (as to itself) o Primary Servicer (as to itself) o Trustee/Paying Agent/Master Servicer/Depositor/Special Servicer as to the Trust o Each Seller as sponsors (as defined in Regulation AB) o Originators under Item 1110 of Regulation AB o Party under Item 1100(d)(1) of Regulation AB -------------------------------------------------------------------------------- Additional Item: o Depositor Disclosure per Item 1112(b) of o Each Seller as sponsor (as defined Regulation AB in Regulation AB) o M...
Primary Servicer. Additional Item: o Depositor Disclosure per Items 1114(b)(2) and o Trustee 1115(b) of Regulation AB o Master Servicer o Special Servicer SCHEDULE XVII Form 8-K Disclosure Information The parties identified in the "Party Responsible" column are obligated pursuant to Section 13.9 of the Pooling and Servicing Agreement to report to the Depositor and the Paying Agent the occurrence of any event described in the corresponding Form 8-K Item described in the "Item on Form 8-K" column to the extent such party has knowledge of such information (other than information as to itself). ------------------------------------------------------------------------------- Item on Form 8-K Party Responsible ------------------------------------------------------------------------------- Item 1.01- Entry into a Material o Trustee/Paying Agent/Master Definitive Agreement Servicer/Depositor/Special Servicer as to the Trust ------------------------------------------------------------------------------- Item 1.02- Termination of a Material o Trustee/Paying Agent/Master Definitive Agreement Servicer/Depositor/Special Servicer as to the Trust ------------------------------------------------------------------------------- Item 1.03- Bankruptcy or Receivership o Depositor ------------------------------------------------------------------------------- Item 2.04- Triggering Events that o Master Servicer Accelerate or Increase a Direct Financial Obligation or an Obligation o Trustee under an Off-Balance Sheet Arrangement ------------------------------------------------------------------------------- Item 3.03- Material Modification to o Paying Agent Rights of Security Holders o Trustee ------------------------------------------------------------------------------- Item 5.03- Amendments of Articles of o Depositor Incorporation or Bylaws; Change of Fiscal Year ------------------------------------------------------------------------------- Item 6.01- ABS Informational and o Depositor Computational Material ------------------------------------------------------------------------------- Item 6.02- Change of Servicer or o Master Servicer Trustee o Special Servicer o Primary Servicer o Trustee o Depositor ------------------------------------------------------------------------------- Item 6.03- Change in Credit o Depositor Enhancement or External Support o Paying Agent ------------------------------------------------------------------------------- Item 6.04- Failure to Make a Required o Paying Age...

Related to Primary Servicer

Master Servicer The Master Servicer shall, beginning on the Closing Date, supervise, monitor and oversee the obligation of the Company and the related Servicer to service and administer their respective Mortgage Loans in accordance with the terms of this Agreement and the related Servicing Agreement, respectively and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with the Company and the related Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive and review certain reports, information and other data provided to the Master Servicer by the Company and the related Servicer and shall enforce the obligations, conditions and covenants of the Company and related Servicer to the extent set forth in this Agreement and the related Servicing Agreement, respectively. The Master Servicer shall monitor the Company and the related Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information described in the previous sentence and received by the Master Servicer on a monthly basis and coordinate corrective adjustments to the Company’s, the Servicer’s and Master Servicer’s records, and based on such reconciled and corrected information, the Master Servicer shall provide such information to the Securities Administrator as shall be necessary in order for it to prepare the statements specified in Section 6.06 and any other information and statements required hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Company and each Servicer pursuant to this Agreement and the related Servicing Agreement, respectively. The Master Servicer shall be entitled to conclusively rely on the Mortgage Loan data provided by the Company and the related Servicer and shall have no liability for any errors in such Mortgage Loan data. The Master Servicer, the Trustee and the Securities Administrator shall provide access to the records and documentation in possession of the Master Servicer, the Trustee or the Securities Administrator regarding the related Mortgage Loans and REO Property to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Master Servicer, the Trustee or the Securities Administrator; provided, however, that, unless otherwise required by law, neither the Master Servicer, the Trustee nor the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Master Servicer, the Trustee and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Master Servicer’s, the Trustee’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the Company, the related Servicer or the Master Servicer, as applicable, any court pleadings, requests for trustee’s sale or other documents necessary or desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or security instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or security instrument or otherwise available at law or equity.
Subservicer Any Person that services Mortgage Loans on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.
Special Servicer The Controlling Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer (provided, however, that the Controlling Noteholder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 5); such termination not be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation. The Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that any Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Operating Advisor if (A) the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective whole) and (B) an affirmative vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.
Servicer The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a limited power of attorney appointing the Servicer the Trust's agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.
The Master Servicer The Master Servicer shall service and administer the Mortgage Loans in a manner consistent with the terms of this Agreement and with general industry practice and shall have full power and authority, acting alone or through a subservicer, (i) to execute and deliver, on behalf of the Noteholders, the Trust, and the Indenture Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan. The Master Servicer shall remain responsible to the parties to this Agreement and the Credit Enhancer for its obligations under this Agreement. Any amounts received by any subservicer on a Mortgage Loan shall be considered to have been received by the Master Servicer whether or not actually received by it. Without limiting the generality of the foregoing, the Master Servicer may execute and deliver, on behalf of itself, the Noteholders, and the Indenture Trustee, or any of them, any instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties, in each case to the extent not inconsistent with this Agreement. At the request of a Servicing Officer, the Indenture Trustee shall furnish the Master Servicer with any powers of attorney and other documents appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Agreement. The Master Servicer in this capacity may also consent to the placing of a lien senior to that of any mortgage on the related Mortgaged Property, if
The Servicer Section 7.01.
Successor Servicer Each of Processor and the Trustee agrees that if the Servicer has been terminated or resigns as Servicer, this Agreement shall not thereupon terminate and the successor servicer appointed pursuant to the Sale and Servicing Agreement shall succeed, except as otherwise provided herein, to all rights, benefits, duties and obligations of the Servicer hereunder. Prior to the termination or resignation of the Trustee or the Servicer, the Trustee or the Servicer, respectively, shall provide notice to Processor in accordance with the terms and conditions to which each of the Trustee or the Servicer, respectively, is itself entitled upon termination or resignation.
Liability of Depositor, Master Servicer and Special Servicer The Depositor, the Master Servicer and the Special Servicer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer and the Special Servicer herein.
Sub-Servicers The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related B Note, and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement that provides for the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the Certificates.