Common use of Release of Mortgage Assets; Release of Collateral Clause in Contracts

Release of Mortgage Assets; Release of Collateral. (a) Subject to Article 12, and provided no Event of Default has occurred and is continuing, the Issuer may direct the Collateral Agent (with prior notice to the Class A Lender) to release a Pledged Mortgage Asset from the lien of this Indenture and Credit Agreement, by Issuer Order delivered to the Collateral Agent and the Custodian at least two (2) Business Days prior to the settlement date for any sale of a Pledged Mortgage Asset certifying that (i) it has sold such Pledged Mortgage Asset pursuant to and in compliance with Article 12 or (ii) in the case of a redemption and repayment pursuant to Section 9.1, the proceeds from any such sale of Mortgage Assets are sufficient to redeem the Notes and repay the Class A Loan pursuant to Section 9.1, and, upon receipt of a Request for Release of such Mortgage Asset from the Issuer, the Custodian shall deliver any such Pledged Mortgage Asset, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, in each case against receipt of the sales price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Mortgage Asset in physical form for examination (prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian shall deliver any agreements and other documents in its possession relating to such Pledged Mortgage Asset. The Collateral Agent, if applicable, shall duly assign each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order. (b) The Issuer may deliver to the Collateral Agent and Custodian (with a copy to the Class A Lender) at least three (3) Business Days prior to the date set for redemption or payment in full of a Pledged Mortgage Asset, an Issuer Order certifying that such Pledged Mortgage Asset is being paid in full. Thereafter, the Issuer, by delivery of a Request for Release, may direct the Custodian to deliver such Pledged Mortgage Asset and the related Mortgage Asset File therefor on or before the date set for redemption or payment, to the Issuer for redemption against receipt of the applicable redemption price or payment in full thereof. (c) With respect to any Mortgage Asset subject to a workout or restructuring, the Issuer may, by Issuer Order delivered to the Collateral Agent and Custodian (with a copy to the Class A Lender) at least two (2) Business Days prior to the date set for an exchange, tender or sale, certify that a Mortgage Asset is subject to a workout or restructuring and setting forth in reasonable detail the procedure for response thereto. Thereafter, the Issuer may direct the Custodian, by delivery to the Custodian of a Request for Release, to deliver any Collateral to Issuer, in accordance with such Request for Release. (d) The Collateral Agent shall, upon receipt of an Issuer Order declaring that there is no Debt Outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the lien of this Indenture and Credit Agreement.

Release of Mortgage Assets; Release of Collateral. (a) Subject to Article 12, and provided If no Event of Default has occurred and is continuingcontinuing and subject to Article 12 hereof, the Issuer (or the Collateral Manager on its behalf) may direct the Collateral Agent (with prior notice to the Class A Lender) Trustee to release a Pledged Mortgage Asset from the lien of this Indenture and Credit AgreementIndenture, by Issuer Order delivered to the Collateral Agent Trustee and the Custodian at least two (2) Business Days prior to the settlement date for any sale of a Pledged Mortgage Asset certifying that Asset, which Issuer Order shall be accompanied by a certification of the Collateral Manager (i) it has sold such that the Pledged Mortgage Asset has been sold pursuant to and in compliance with Article 12 or (ii) in the case of a redemption and repayment pursuant to Section 9.1, that the proceeds from any such sale of Pledged Mortgage Assets are sufficient to redeem the Notes and repay the Class A Loan pursuant to Asset has been sold in compliance with Section 9.19.1(g), and, upon receipt of a Request for Release of such Mortgage Asset from the IssuerCollateral Manager, the Servicer or the Special Servicer, the Custodian shall deliver any such Pledged Mortgage Asset, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, or, if such Pledged Mortgage Asset is represented by a Security Entitlement, cause an appropriate transfer thereof to be made, in each case against receipt of the sales price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Mortgage Asset in physical form for examination (prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian shall (i) deliver any agreements and other documents in its possession relating to such Pledged Mortgage Asset. The Collateral AgentAsset and (ii) the Trustee, if applicable, shall duly assign each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order. (b) The Issuer (or the Collateral Manager on behalf of the Issuer) may deliver to the Collateral Agent Trustee and Custodian (with a copy to the Class A Lender) at least three (3) Business Days prior to the date set for redemption or payment in full of a Pledged Mortgage Asset, an Issuer Order certifying that such Pledged Mortgage Asset is being paid in full. Thereafter, the IssuerCollateral Manager, the Servicer or the Special Servicer, by delivery of a Request for Release, may direct the Custodian to deliver such Pledged Mortgage Asset and the related Mortgage Asset File therefor on or before the date set for redemption or payment, to the Issuer Collateral Manager, the Servicer or the Special Servicer for redemption against receipt of the applicable redemption price or payment in full thereof. (c) With respect to any Mortgage Asset subject to a workout or restructuring, the Issuer (or the Collateral Manager on behalf of the Issuer) may, by Issuer Order delivered to the Collateral Agent Trustee and Custodian (with a copy to the Class A Lender) at least two (2) Business Days prior to the date set for an exchange, tender or sale, certify that a Mortgage Asset is subject to a workout or restructuring and setting forth in reasonable detail the procedure for response thereto. Thereafter, the Issuer may Collateral Manager, the Servicer or the Special Servicer may, in accordance with the terms of, and subject to any required consent and consultation obligations set forth in the Servicing Agreement, direct the Custodian, by delivery to the Custodian of a Request for Release, to deliver any Collateral to Issuerthe Collateral Manager, the Servicer or the Special Servicer in accordance with such Request for Release. (d) The Collateral Agent Special Servicer shall remit to the Servicer for deposit into the Collection Account any proceeds received by it from the disposition of a Pledged Mortgage Asset and treat such proceeds as Principal Proceeds, for remittance by the Servicer to the Note Administrator on the first Remittance Date occurring thereafter. None of the Trustee, the Note Administrator or the Securities Intermediary shall be responsible for any loss resulting from delivery or transfer of any such proceeds prior to receipt of payment in accordance herewith. (e) The Trustee shall, upon receipt of an Issuer Order declaring that there is are no Debt Class A Loans or Notes Outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the lien of this Indenture Indenture. (f) Upon receiving actual notice of any offer or any request for a waiver, consent, amendment or other modification with respect to any Mortgage Asset, or in the event any action is required to be taken in respect to an Asset Document, the Special Servicer on behalf of the Issuer will promptly notify the Collateral Manager and Credit Agreementthe Servicer of such request, and the Special Servicer shall grant any waiver or consent, and enter into any amendment or other modification pursuant to the Servicing Agreement in accordance with the Servicing Standard (except that Administrative Modifications and Criteria-Based Modifications will not be subject to the Servicing Standard). In the case of any modification or amendment that results in the release of the related Mortgage Asset, notwithstanding anything to the contrary in Section 5.5(a), the Custodian, upon receipt of a Request for Release, shall release the related Mortgage Asset File upon the written instruction of the Servicer or the Special Servicer, as applicable.

Release of Mortgage Assets; Release of Collateral. (a) Subject to Article 12, and provided If no Event of Default has occurred and is continuingcontinuing and subject to Article 12 hereof, the Issuer may direct the Collateral Agent (with prior notice to the Class A Lender) to release a Pledged Mortgage Asset from the lien of this Indenture and Credit Agreement, by Issuer Order delivered to the Collateral Agent and the Custodian at least two (2) Business Days prior to the settlement date for any sale of a Pledged Mortgage Asset certifying that (i) it has sold such Pledged Mortgage Asset pursuant to and in compliance with Article 12 or (ii) in the case of a redemption and repayment pursuant to Section 9.1, the proceeds from any such sale of Mortgage Assets are sufficient to redeem the Notes and repay the Class A Loan pursuant to Section 9.1, and, upon receipt of a Request for Release of such Mortgage Asset from the Issuer, the Custodian shall deliver any such Pledged Mortgage Asset, if in physical form, duly endorsed to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order, in each case against receipt of the sales price therefor as set forth in such Issuer Order. If requested, the Custodian may deliver any such Pledged Mortgage Asset in physical form for examination (prior to receipt of the sales proceeds) in accordance with street delivery custom. The Custodian shall deliver any agreements and other documents in its possession relating to such Pledged Mortgage Asset. The Collateral Agent, if applicable, shall duly assign each such agreement and other document, in each case, to the broker or purchaser designated in such Issuer Order or to the Issuer if so requested in the Issuer Order. (b) The Issuer may deliver to the Collateral Agent and Custodian (with a copy to the Class A Lender) at least three (3) Business Days prior to the date set for redemption or payment in full of a Pledged Mortgage Asset, an Issuer Order certifying that such Pledged Mortgage Asset is being paid in full. Thereafter, the Issuer, by delivery of a Request for Release, may direct the Custodian to deliver such Pledged Mortgage Asset and the related Mortgage Asset File therefor on or before the date set for redemption or payment, to the Issuer for redemption against receipt of the applicable redemption price or payment in full thereof. (c) With respect to any Mortgage Asset subject to a workout or restructuring, the Issuer may, by Issuer Order delivered to the Collateral Agent and Custodian (with a copy to the Class A Lender) at least two (2) Business Days prior to the date set for an exchange, tender or sale, certify that a Mortgage Asset is subject to a workout or restructuring and setting forth in reasonable detail the procedure for response thereto. Thereafter, the Issuer may direct the Custodian, by delivery to the Custodian of a Request for Release, to deliver any Collateral to Issuer, in accordance with such Request for Release. (d) The Collateral Agent shall, upon receipt of an Issuer Order declaring that there is no Debt Outstanding and all obligations of the Issuer hereunder have been satisfied, release the Collateral from the lien of this Indenture and Credit Agreement.