Common use of Delivery and Possession of Servicing Files Clause in Contracts

Delivery and Possession of Servicing Files. On or before the applicable Servicing Transfer Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall deliver or cause to be delivered to the Servicer (i) a Servicing File with respect to each Commercial Real Estate Loan; (ii) the amounts, if any, received by the Issuer representing Escrow Payments previously made by the Obligors; and (iii) if such Servicing Transfer Date is not the Closing Date, the related Subsequent Transfer Instrument including the related amount of Retained Interest, if any. The Servicer shall promptly acknowledge receipt of the Servicing File and Escrow Payments and shall promptly deposit such Escrow Payments in the Escrow Accounts established pursuant to this Agreement. The contents of each Servicing File delivered to the Servicer are and shall be held in trust by the Servicer on behalf of the Issuer for the benefit of the Relevant Parties in Interest. The Servicer’s possession of the contents of each Servicing File so delivered shall be for the sole purpose of servicing the related Commercial Real Estate Loan and such possession by the Servicer shall be in a custodial capacity only. The Servicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Issuer (or the Collateral Manager acting on behalf of the Issuer), and upon written request of the Issuer (or the Collateral Manager acting on behalf of the Issuer), the Servicer shall deliver to the Issuer, or its nominee, the Servicing File or a copy of any document contained therein in accordance with such written requests; provided, however, that if the Servicer is unable to perform its Servicing obligations with respect to the related Commercial Real Estate Loan as a result of any such release or delivery of the Servicing File, then the Servicer shall not be liable, while the related Servicing File is not in the Servicer’s possession, for any failure to perform any obligation hereunder with respect to the related Commercial Real Estate Loan.

Delivery and Possession of Servicing Files. On (a) Wendover will begin to sub-service those Mortgage Loans identified on the Mortgage Loan Schedule as of the initial Transfer Date, with the understanding that on or before the applicable Servicing Transfer DateDate for each Mortgage Loan, Client will deliver, at Client's expense, the Issuer (or the Collateral Manager on behalf Servicing Files and Mortgage Records to Wendover's designated facility. Wendover will retain copies of the Issuer) shall deliver or cause to be delivered to the Servicer (i) a Servicing File with respect to each Commercial Real Estate Loan; (ii) the amounts, if any, received by the Issuer representing Escrow Payments previously made by the Obligors; and (iii) if such Servicing Transfer Date is not the Closing Date, the related Subsequent Transfer Instrument including the related amount of Retained Interest, if any. The Servicer shall promptly acknowledge receipt of the Servicing File Files and Escrow Payments and shall promptly deposit such Escrow Payments in the Escrow Accounts established pursuant to this Agreement. The contents of each Servicing File delivered to the Servicer are and shall be held in trust by the Servicer on behalf of the Issuer for the benefit of the Relevant Parties in Interest. The Servicer’s possession of the contents of each Servicing File so delivered shall be Mortgage Records for the sole purpose of sub-servicing the related Commercial Real Estate Mortgage Loans. Additional hard copy documents created or obtained by Wendover in connection with a Mortgage Loan and such possession by may also be maintained in the Servicer shall be in a custodial capacity only. The Servicer shall release its custody Servicing File. (b) It is the intent of the contents parties that Wendover perform the Services with respect to all mortgage loans for which Client acquires servicing rights after the Effective Date and, to that end, Client will offer Wendover the opportunity to provide the Services with respect to such mortgage loans. If Wendover accepts such opportunity, the parties will amend the Mortgage Loan Schedule accordingly, and Client will provide such information regarding the additional Mortgage Loans as Wendover may request. Within thirty (30) days following the receipt of such request and information, Wendover will provide Client with written notice of any Servicing File only required amendments to the fees or other terms of this Agreement and, if acceptable to Client, the parties will agree upon such changes in writing, in accordance with written instructions from the Issuer procedures set forth in Section 2.14 hereof. Notwithstanding anything in this Agreement to the contrary, in the event Wendover is required to report to GNMA under Client's assigned "Seller/Servicer" number, then Wendover will provide Services with respect to all Mortgage Loans to be reported under such number. (or c) Client will be solely responsible for advising any Custodian of each Transfer Date and will direct the Collateral Manager acting on behalf of the Issuer), and upon written request of the Issuer (or the Collateral Manager acting on behalf of the Issuer), the Servicer shall Custodian to deliver to the IssuerWendover, at Client's expense, any documents as are necessary for Wendover to perform its duties under this Agreement. It is expressly understood and agreed that Client, or its nomineeClient's Custodian, will have sole responsibility for the maintenance and/or retention of original copies of all Mortgage Loan-related documents. (d) If Wendover receives Mortgage Records electronically, it may rely solely on the information received electronically and will have no responsibility to compare the information received electronically to the information in the Servicing File or a copy of any document contained therein in accordance with such written requestsFiles; provided, however, that if the Servicer is unable to perform its Servicing obligations with respect to the related Commercial Real Estate Loan as a result of any such release or delivery of the Servicing File, then the Servicer shall not be liable, while the related Servicing File is not in the Servicer’s possessioncourse of performing services hereunder, for any failure Wendover detects inconsistencies between information received electronically and information received on hard copy documents, Client hereby authorizes Wendover to perform any obligation hereunder with respect to revise the related Commercial Real Estate Loanelectronic files accordingly, and agrees that Wendover will have no liability therefor.