Getting a CMBS servicer's consent: who decides, how long, what to send

A CMBS borrower asks the master servicer for every consent. Routine items such as most leases, SNDAs, budgets, easements and reserve releases are decided by the master servicer; anything listed as a Major Decision goes to the special servicer and, while it holds control, needs the Directing Certificateholder’s consent, deemed given after 10 business days (BANK5 2025-5YR14 PSA, 3.18(m), 6.08(a)).

The servicers do not act for you. They act under the Servicing Standard, “in the best interests of and for the benefit of the Certificateholders”, the bondholders, “as a collective whole” (PSA 3.01(a)). A request that makes the bondholders’ position no worse, documented so the servicer can say so in writing, is the request that gets approved.

Who decides what

From the BANK5 2025-5YR14 PSA, for a loan that is not in special servicing. Other deals use similar lists with different thresholds.

Request	Who decides	Directing Certificateholder	Section
Routine leasing approvals, new leases, amendments, SNDAs	Master servicer	Consent needed if the lease covers at least the lesser of 30% of rentable area and 30,000 sq ft	3.18(m)(iv)
Ground lease changes or cures	Special servicer	Consent (Major Decision)	6.08(a)(xvi)
New property manager (not a borrower affiliate)	Master servicer	Consent needed if the loan is $5 million or more	3.18(m)(vi)
Property manager that is a borrower affiliate; franchise changes	Special servicer	Consent (Major Decision)	6.08(a)(vi)
Annual operating budget	Master servicer	No	3.18(m)(vii)
Easements and rights of way	Master servicer	Consent if it materially affects use, value or ability to pay	3.18(m)(iii)
Release of a non-material, non-income-producing parcel the documents require	Master servicer	No	3.18(m)(ii)
Other collateral releases or substitutions	Special servicer	Consent (Major Decision)	6.08(a)(xiii)
Reserve and letter of credit releases	Master servicer, unless a material performance reserve release with discretion	Consent if a Major Decision	3.18(m)(viii); 6.08(a)(vii)
Waiver of non-material covenant defaults, late financials	Master servicer	Consent after 3 consecutive late financial statements	3.18(m)(i); 6.08(a)(xix)
Defeasance	Master servicer	Only if it changes collateral type or swaps in a prepayment	3.18(m)(xii); 6.08(a)(xv)
Assumption the documents allow without discretion	Master servicer	No	3.18(m)(xiii)
Any other transfer, assumption, or guarantor release	Special servicer	Consent (Major Decision)	6.08(a)(v), (viii)
Additional or mezzanine debt needing lender approval	Special servicer	Consent (Major Decision)	6.08(a)(xii)
Change to a monetary or material term, or a maturity extension	Special servicer	Consent (Major Decision)	6.08(a)(ii)
Terrorism insurance “not available at commercially reasonable rates”	Servicer	Consent, 30 days to respond	“Acceptable Insurance Default”; 6.08(a)(ix)

Who the Directing Certificateholder is: the representative of the most junior bond class that still holds control, often the B-piece buyer. In BANK5 2025-5YR14, the initial Directing Certificateholder was Torchlight Investors, LLC, an affiliate of the special servicer, Torchlight Loan Services (PSA 1.01; BANK5 2025-5YR14 prospectus). It loses consent rights after a Control Termination Event, when its class is written down below 25% of its original balance, and then only consults (PSA 1.01; 6.08(a)). More: the B-piece and master vs special servicer.

The clocks

Step	Period	Source
Directing Certificateholder on a Major Decision	10 business days after a complete package, then deemed approved	PSA 6.08(a)
Directing Certificateholder on a Master Servicer Decision needing consent	10 business days, then deemed given	PSA 3.18(m)
Special servicer on a Major Decision the master processes	10 business days after the master’s recommendation, plus the Directing Certificateholder’s time, then deemed granted	PSA 3.08(b)
Rating agency confirmation	10 business days after posting; 5 more after a second request; then treated as not required	PSA 3.25(a)
Terrorism insurance determination	Up to 30 days for the Directing Certificateholder	PSA 1.01 “Acceptable Insurance Default”

Those periods start when the reviewer has the “written recommendation and analysis” and the information it reasonably asked for. A thin request becomes a series of information requests, each of which resets the practical clock.

Deemed approval in the loan agreement

Some loan agreements give the borrower its own deemed-approval right. The October 2025 1010 Pacific Street loan agreement (“Deemed Approval Requirements”) requires:

1. No event of default.
2. A written request to the lender and every notice party, including the master servicer, with all the information needed to decide.
3. The request marked in bold that a response is required within seven business days under the loan agreement, and the envelope marked “PRIORITY-DEEMED APPROVAL MAY APPLY”.
4. No response in 7 business days, then a second notice with the same package and a 5-business-day legend.
5. No response to the second notice.

A request for more information counts as a response and stops the clock until the borrower answers. Use the exact wording and delivery method the agreement prescribes, or the deemed approval will not hold.

What it costs

• Under PSA 3.11, servicers may keep review fees on a borrower request, and consent, waiver and assumption fees, to the extent the loan documents do not prohibit them. On a Major Decision for a performing loan, master and special servicer split those fees 50/50.
• Modification fees net of trust expenses (“Excess Modification Fees”) are capped at 1.0% of the loan’s balance per servicer, counting any collected in the prior 12 months (PSA 1.01).
• Rating agency, legal and third-party costs are typically on the borrower where the documents allow (PSA 3.08(b)).

How to write a request that gets approved

• Cite the loan agreement section that requires consent, and say whether it is a matter of lender discretion or a checklist of conditions.
• State why the bondholders are no worse off: lease economics against the space’s underwritten rent, the new manager’s track record, the release parcel’s value against the release price.
• Attach everything the servicer will need to write its recommendation: drafts, rent roll, trailing financials, budgets, the counterparty’s financials, an organizational chart.
• Ask the master servicer early whether it treats the request as a Master Servicer Decision or a Major Decision. That one answer sets your timeline.
• Send it to every notice party, the way the agreement says.

Specific requests have their own pages: assumption, partial releases, reserves, supplemental financing, insurance. If the request is a modification because the loan is in trouble, read what a special servicer can modify and reach Janover Capital LLC through help.

This page describes servicing and loan documents. It is not legal advice; your documents and your counsel govern.

Sources: BANK5 2025-5YR14 PSA, 1.01 (“Acceptable Insurance Default”, “Control Termination Event”, “Directing Certificateholder”, “Excess Modification Fees”), 3.01(a), 3.08, 3.11, 3.18(m), 3.25, 6.08(a); 1010 Pacific Street loan agreement, October 1, 2025, “Deemed Approval Requirements”.