Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety................................... 15 Section 4. Insurance..................................................... 15
Section 3. 22. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.22 of the Pooling and Servicing Agreement. Each provision of Section 3.22 of the Pooling and Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof to the extent applicable to a Designated Sub-Servicer or Designated Sub-Servicing Agreement. The Primary Servicer may enter into Sub-Servicing Agreements in connection with the Mortgage Loans; provided that each such Sub-Servicing Agreement and Sub-Servicer shall satisfy all requirements and conditions under Section 3.22 of the Pooling and Servicing Agreement applicable to a Sub-Servicing Agreement entered into, and Sub-Servicer retained by, the Master Servicer. Without limiting the foregoing, (i) such Sub-Servicing Agreement must be consistent with this Agreement and the Pooling and Servicing Agreement in all material respects; (ii) such Sub-Servicing Agreement must provide that if the Primary Servicer shall for any reason no longer act in such capacity hereunder, the Master Servicer or its designee or any other successor to the Master Servicer may either assume or terminate such Sub-Servicing Agreement without any termination fee; (iii) such Sub-Servicing Agreement may not be binding on the Master Servicer or successor (unless assumed as contemplated by clause (ii) above) or the Trust; (iv) the Primary Servicer shall deliver to the Master Servicer copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents, (v) as part of its servicing activities hereunder, the Primary Servicer, for the benefit of the Master Servicer shall (at no expense to the Master Servicer) monitor the performance and enforce the obligations of the Sub-Servicer under such Sub-Servicing Agreement; (vi) such Sub-Servicing Agreement prohibits the Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the Primary Servicer would be prohibited from taking hereunder; (vii) the Primary Servicer shall each remain obligated and liable to the Master Servicer for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the...
Section 3. 09. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section 3.09 (other than Section 3.09(g)) of the Pooling and Servicing Agreement.
Section 3. 9 Proxy Statement; Form S-4 Registration Statement; Other Information . . . . . . . . . . . . . . . . . . . . . . SECTION 3.10 Absence of Material Adverse Changes, etc. . . . . . . . SECTION 3.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . SECTION 3.12
Section 3. 18. The Sub-Servicer will not permit or consent to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. Upon receiving a request for any matter described in Section 3.18 of the Pooling and Servicing Agreement that constitutes a Major Decision or Special Servicer Decision, the Sub-Servicer shall forward such request to the Master Servicer, and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence, the Sub-Servicer shall have no further obligation with respect to such request. With respect to such request, the Sub-Servicer shall deliver to the Master Servicer any additional information in the Sub-Servicer’s possession requested by the Master Servicer to fulfill its obligations under Sections 3.18 of the Pooling and Servicing Agreement. With respect to any modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement (if such modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision or Special Servicer Decision), the Sub-Servicer shall perform and forward to the Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer under Section 3.18 of the Pooling and Servicing Agreement. The Master Servicer, not the Sub-Servicer, will deal directly with the Special Servicer, the Directing Certificateholder and/or the Rating Agencies in connection with obtaining any necessary approval or consent from the respective party. If the Sub-Servicer shall process any such modification, amendment, extension, waiver, consent, defeasance or other action contemplated by Section 3.18 of the Pooling and Servicing Agreement (if such modification, amendment, extension, waiver, consent, defeasance or other action is not a Major Decision) and the Master Servicer consents to such transaction, the Sub-Servicer shall document and close such transaction. When forwarding a request for the approval of any lease or renewal or extension thereof, the Sub-Servicer shall forward to the Master Servicer the information concerning such lease required by, and in the form of, Exhibit I attached hereto. The Sub-Servicer will not permit any Principal P...
Section 3. 12(a). References to the Servicing Fee shall be references to the Primary Servicing Fee. The second and fourth paragraphs of Section 3.12(a) of the Pooling and Servicing Agreement are not incorporated herein. In addition, the Primary Servicer shall be entitled to receive, as additional servicing compensation, to the extent the Master Servicer is entitled to such amounts under the Pooling and Servicing Agreement, (i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and the Primary Servicer Serviced Whole Loan Collection Account and certain Borrower Accounts (to the extent consistent with the related Loan Documents), (ii) 50% of that portion of late fees (but not Default Interest) on the Mortgage Loans to which the Master Servicer is entitled under the Pooling and Servicing Agreement and not required by the Pooling and Servicing Agreement to cover Advance Interest or Additional Trust Fund Expenses and, in the case of the Serviced Whole Loans, to the extent allocated to the related Mortgage Loan in the related Intercreditor Agreement, (iii) 100% of any amounts collected by the Primary Servicer for checks returned for insufficient funds with respect to the Mortgage Loans to the extent the Master Servicer is entitled to such items under Section 3.12(a)(iii) of the Pooling and Servicing Agreement, (iv) 50% of that portion of any Assumption Fees and any similar fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or Serviced Companion Loans in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(20) of this Agreement, (v) 100% of that portion of any assumption application fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or Serviced Companion Loans in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(20) of this Agreement, (vi) 50% of that portion of any Modification Fees, consent fees and similar fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage Loans or Serviced Companion Loans in connection with matters performed by the Primary Servicer pursuant to Section 3.01(c)(35) of this Agreement, (vii) 50% of that portion of any defeasance fees to which the Master Servicer is entitled...
Section 3. 06. Payments for Which Application Is Provided in Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3. 03. Rights of the Depositor and the Trustee in Respect of the Servicer........................................... 74 SECTION 3.04. Trustee to Act as Servicer............................. 74 SECTION 3.05. Collection of Mortgage Loan Payments; Collection Account; Certificate Account........................... 75 SECTION 3.06. Collection of Taxes, Assessments and Similar Items; Escrow Accounts........................................ 79 SECTION 3.07. Access to Certain Documentation and Information Regarding the Mortgage Loans........................... 79 SECTION 3.08. Permitted Withdrawals from the Collection Account and Certificate Account.................................... 80 SECTION 3.09. [RESERVED]............................................. 82 SECTION 3.10. Maintenance of Hazard Insurance........................ 82
Section 3. 10(a) and (b). The references to the Collection Account in Section 3.10(a) of the Pooling and Servicing Agreement shall be references to the Primary Servicer Collection Account. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Primary Servicer Collection Account.
Section 3. 07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account...............................................................45 Section 3.08 Subservicing Accounts; Servicing Accounts.............................48 Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage Loans.................................................................49 Section 3.10 Permitted Withdrawals from the Custodial Account......................50 Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder .....................................................................51