Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From time to time upon request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 11 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or (other than a Non-Serviced Loan Combination Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer Servicer, as the case may be, of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately Servicer, as the case may be, will promptly notify the Trustee, the Certificate Administrator Trustee and the Custodian and, if affected, and request delivery of the related Serviced Companion Loan Holder by delivery Mortgage File. Any such notice and request shall be in the form of a certification (which certification Request for Release substantially in the form of Exhibit E signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of a Servicing Officer receipt of such notice and request, the Custodian shall request delivery release the related Mortgage File to it the Master Servicer or the Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage FileLoan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan, is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. Collection Account.
(b) From time to time upon request as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer and delivery shall deliver to the Custodian of a Request for ReleaseRelease substantially in the form of Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing, the Trustee (or a Custodian on its behalf) shall promptly release deliver the Mortgage File (or any portion thereof) designated in such Request for Release document therein to the Master Servicer or the Special ServicerServicer (or a designee), as applicablethe case may be. Upon return of the foregoing such Mortgage File or such document to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan or (and, in the case of a Serviced Loan Combination Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special ServicerServicer (or a designee), as applicable. the case may be, with the original being released upon termination of the Trust.
(c) Within three seven (37) Business Days, after Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of an exigency) of receipt of written certification of a Servicing Officerthereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equity. Each The Special Servicer shall be responsible for the preparation of all such certification documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall include be accompanied by a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time The Trustee shall not be required to timereview such documents for their sufficiency or enforceability. With respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the terms of the related Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Non-Serviced Mortgage LoanPooling Agreement, and as appropriate for enforcing the terms ofof such Servicing Shift Whole Loan, or otherwise properly servicing, such Outside Serviced Mortgage Loanas applicable, the related Outside Servicer, the related Outside Special Non-Serviced Master Servicer or other similar party requests submits in a Request for Release delivery to it of the original Note for such Outside Serviced Mortgage LoanNote, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party related Non-Serviced Master Servicer or its designee. In connection with .
(d) If, from time to time, pursuant to the terms of the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced Pooling Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release of the such original Mortgage Note for an Outside to such Non-Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Master Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeits designee.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From time to time upon request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release (or cause the release of of) such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certiticates Series 1999 C2), Pooling and Servicing Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1), Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From time to time upon request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian Certificate Administrator shall deliver (or cause any Custodian appointed by it to deliver) a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian Certificate Administrator and the Custodian Certificate Administrator shall release (or cause the release of any Custodian appointed by it to release) such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian Certificate Administrator shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account. Upon the payment in full of any Non-Trust FundLoan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall promptly notify the related Non-Trust Noteholder in writing by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the related Loan Combination Custodial Account pursuant to Section 3.04(h) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the original Mortgage Note. From No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Loan Combination Custodial Account, the Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Non-Trust Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) (and, in the case of a Non-Trust Loan, the Master Servicer shall cause the related Non-Trust Noteholder to release the Mortgage Note for such Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Account or the applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or any other document or agreement that in the Special Servicer's reasonable judgment is required to be executed in connection with the servicing of any Mortgage Loan or REO Property, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, the related Non-Trust Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the related Non-Trust Noteholder(s)) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination, also on behalf of the related Non-Trust Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Pooling and Servicing Agreement (MLCFC Commercial Mortgage Trust Series 2006-1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. If the Master Servicer or the Special Servicer requires the original Mortgage Note or any other document that constitutes part of a Mortgage File for any Trust Mortgage Loan, then (unless such document is to be delivered to outside legal counsel) such documents shall be maintained in a manner consistent with the Servicing Standard.
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C6), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C2)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan Loan, or Serviced Loan Combination or upon the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and or cause to be notified the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification in the form of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Custodial Account pursuant to Section 3.05 of this Agreement 3.10 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, the Custodian on behalf of the Trustee shall promptly release the related Mortgage File to the Servicer at no cost to the Trustee, the Custodian or the Trust Fund. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. Custodial Account or the Certificate Account.
(b) From time to time upon request and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee (or the Custodian on behalf of the Master Servicer Trustee) shall, upon any request made by or Special on behalf of the Servicer and delivery to the Custodian of a Request for ReleaseRelease in the form of Exhibit E, release the related Mortgage File to the Servicer, and the Trustee shall, at the direction of the Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Servicer to return each and every document previously requested from the Mortgage File to Custodian on behalf of the Trustee when the need therefor by the Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered, or caused to be delivered, to the Custodian an additional Request for Release certifying as to such liquidation or action or proceedings. Upon the request of the Trustee (or a the Custodian on its behalfbehalf of the Trustee), the Servicer shall provide notice to the Trustee (or the Custodian on behalf of the Trustee) shall promptly release of the name and address of the Person to which such Mortgage File (or any portion thereof) designated in such Request for Release to document was delivered and the Master Servicer purpose or Special Servicer, as applicablepurposes of such delivery. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Custodial Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, any outstanding Requests for Release with respect to such Mortgage Loan shall be released by the Trustee (or the Custodian shall deliver a copy on behalf of the Request for Release Trustee) to the Master Servicer or Special Servicer, as applicable. Within three its designee.
(3c) Business Days, after receipt of Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer or the Sub-Servicer, as the case may be, any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc3), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc1), Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc2)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. If the Master Servicer or the Special Servicer requires the original Mortgage Note or any other document that constitutes part of a Mortgage File for any Trust Mortgage Loan, then (unless such document is to be delivered to outside legal counsel) such documents shall be maintained in a manner consistent with the Servicing Standard.
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. If the Master Servicer or the Special Servicer require the original Mortgage Note or any other document that constitutes part of a Mortgage File for any Trust Mortgage Loan, then (unless such document is to be delivered to outside legal counsel) such documents shall be maintained in a manner consistent with the Servicing Standard.
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C3), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to
Section 3.01 (b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C7), Pooling and Servicing Agreement (Structured Asset Securities Corp Ii), Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the applicable Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the applicable Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder Trustee in writing by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the applicable Master Servicer's Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the applicable Master Servicer and shall deliver to the applicable Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Collection Account, any SLC Custodial Account or the Trust Fund. From Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Trust Mortgage Loan, the applicable Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the applicable Master Servicer and receipt from the applicable Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the applicable Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Trust Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the applicable Master Servicer's Collection Account or, if applicable, the related SLC Custodial Account, pursuant to Section 3.04(a) or Section 3.04(f), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the applicable Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, a Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. .
(d) Consistent with the foregoing, the applicable Master Servicer and the Special Servicer each shall request from a Serviced Non-Trust Mortgage Loan Noteholder the Mortgage Note for the related Serviced Non-Trust Mortgage Loan under substantially the same circumstances that it would request from the Trustee the Mortgage Note for the related SLC Trust Mortgage Loan and shall retain the same only for so long as servicing and administration of such Serviced Non-Trust Mortgage Loan requires.
(e) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicingin connection with the final payment on, such an Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related applicable Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2008-C7), Pooling and Servicing Agreement (CD 2007-Cd4 Commercial Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2007-C6)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a Companion Loan, the related Serviced Companion Loan Holder Noteholders) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan, the Master Servicer shall cause the related Companion Loan Noteholders to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Distribution Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the Companion Loans), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the Companion Loans, the Master Servicer shall cause the related Companion Loan Noteholders to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing related Companion Loans) to the CustodianTrustee or related Custodian (or to the related Companion Loan Noteholders), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator related Companion Loan Noteholders) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerLoan Group Mortgaged Property, the related Companion Loan Noteholders) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, also on behalf of the related Companion Loan Noteholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the Companion Loan Noteholders. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of a request Loan Group Mortgaged Property, the related Companion Loan Noteholders) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, also on behalf of the related Companion Loan Noteholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7), Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp), Pooling and Servicing Agreement (GCCFC 2005-Gg3)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a Companion Loan, the related Serviced Companion Loan Holder Noteholders) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan, the Master Servicer shall cause the related Companion Loan Noteholders to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Distribution Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the Companion Loans), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the Companion Loans, the Master Servicer shall cause the related Companion Loan Noteholders to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing related Companion Loans) to the CustodianTrustee or related Custodian (or to the related Companion Loan Noteholders), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator related Companion Loan Noteholders) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerLoan Pair Mortgaged Property, the related Companion Loan Noteholders) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Pair Mortgaged Property, also on behalf of the related Companion Loan Noteholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the Companion Loan Noteholders. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of a request Loan Pair Mortgaged Property, the related Companion Loan Noteholders) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Pair Mortgaged Property, also on behalf of the related Companion Loan Noteholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2), Pooling and Servicing Agreement (Greenwich Capital Comm Mort Pass THR Certs Ser 2003-C2)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. No Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. Ordinary and reasonable expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall not be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a Companion Loan, the related Serviced Companion Loan Holder Noteholders) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A, as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan, the Master Servicer shall cause the related Companion Loan Noteholders to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Distribution Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the Companion Loans), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the Companion Loans, the Master Servicer shall cause the related Companion Loan Noteholders to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing related Companion Loans) to the CustodianTrustee or related Custodian (or to the related Companion Loan Noteholders), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator related Companion Loan Noteholders) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A, as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee in writing (and, after receipt of written certification in the case of a Servicing OfficerLoan Combination Mortgaged Property, the related Companion Loan Noteholders) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, also on behalf of the related Companion Loan Noteholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the Companion Loan Noteholders. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of a request Loan Combination Mortgaged Property, the related Companion Loan Noteholders) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, also on behalf of the related Companion Loan Noteholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2), Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee (and, in the case of the Great Mall B-Note Loan, the Certificate Administrator and the Custodian andGreat Mall B-Noteholder) in writing, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of the Great Mall B-Note Loan, the original of the Mortgage Note for such Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of the Great Mall B-Note Loan, the Trustee shall cause the Great Mall B-Noteholder to release the Mortgage Note for such Mortgage Loan) to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. If the related Mortgage has been recorded in the name of MERS or its designee, the Master Servicer (or a Sub-Servicer at its direction), if registered with MERS to the extent necessary, and if the Master Servicer or such Sub-Servicer is not so registered, the Trustee, shall take all necessary action to reflect the release of such Mortgage on the MERS System. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the Great Mall B-Note Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) (and, in the case of the Great Mall B-Note Loan, the Trustee shall cause the Great Mall B-Noteholder to release the Mortgage Note for such Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for the Great Mall B-Note Loan to the Great Mall B-Noteholder), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (and, if applicable, to the Certificate Administrator Great Mall B-Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Account or the Great Mall Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt in the case of written certification the Great Mall Loan Pair, the Great Mall B-Noteholder) of a Servicing Officeran exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the Great Mall Mortgaged Property, the Great Mall B-Noteholder) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, the Great Mall B-Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the Great Mall B-Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of the Great Mall Loan Pair, also on behalf of the Great Mall B-Noteholder) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. No expenses incurred Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in connection with any instrument the case of satisfaction or deed of reconveyance a Serviced Non-Trust Mortgage Loan, the Trustee shall be chargeable cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Fund. From time Mortgage Loan) to time upon request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release deliver to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentencedischarge, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.duly
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the applicable Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the such Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in such Master Servicer's Collection Account pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the applicable Master Servicer and shall deliver to such Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the applicable Master Servicer's Collection Account or the Distribution Account. Upon the payment in full of any Non-Trust Loan, or the receipt by the applicable Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, such Master Servicer shall promptly notify the related Non-Trust Noteholder in writing by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection related Loan Combination Custodial Account pursuant to Section 3.05 of this Agreement 3.04(h) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the original Mortgage FileNote. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From related Loan Combination Custodial Account, the applicable Master Servicer's Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of the any Mortgage Loan, either Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in (or the original of the Mortgage Note for a Non-Trust Loan), the Trustee, upon request of the applicable Master Servicer and receipt from such Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) (and, in the case of a Non-Trust Loan, the applicable Master Servicer shall request the related Non-Trust Noteholder to release the Mortgage Note for such Mortgage Loan) to such Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the applicable Collection Account or the applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the applicable Master Servicer or the Special Servicer, as applicable. the case may be.
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or any other document or agreement that in the Special Servicer's reasonable judgment is required to be executed in connection with the servicing of any Mortgage Loan or REO Property, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, either Master Servicer, the Special Servicer or, if applicable, the related Non-Trust Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the related Non-Trust Noteholder(s)) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination, also on behalf of the related Non-Trust Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-3), Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-2)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within three seven (37) Business Days (or within such shorter period (but no less than three Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer’s request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, Trustee in writing who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. No Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. Ordinary and reasonable expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall not be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Pass Through Cert Series 1998-C3)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan Loan, or Serviced Loan Combination or the upon receipt by the Master Servicer or the Special Applicable Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Applicable Servicer shall immediately notify or cause to be notified the Trustee, Custodian by a certification in the Certificate Administrator form of Exhibit E or such form mutually agreed upon by the Applicable Servicer and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification may be in electronic form and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Custodial Account pursuant to Section 3.05 of this Agreement 3.10 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, the Custodian on behalf of the Trustee shall promptly release the related Mortgage File to the Applicable Servicer at no cost to the Trustee, the Custodian or the Trust Fund. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. Custodial Account or the Certificate Account.
(b) From time to time upon request and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee (or the Custodian on behalf of the Master Servicer Trustee) shall, upon any request made by or Special on behalf of the Applicable Servicer and delivery to the Custodian of a Request for ReleaseRelease in the form of Exhibit E or such form mutually agreed upon by the Applicable Servicer and the Custodian, release the related Mortgage File to the Applicable Servicer, and the Trustee shall, at the direction of the Applicable Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Applicable Servicer to return each and every document previously requested from the Mortgage File to the Custodian on behalf of the Trustee when the need therefor by the Applicable Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Applicable Servicer has delivered, or caused to be delivered, to the Custodian an additional Request for Release certifying as to such liquidation or action or proceedings. Upon the request of the Trustee (or a the Custodian on its behalf) behalf of the Trustee), the Applicable Servicer shall promptly release provide notice to the Trustee (or the Custodian on behalf of the Trustee of the name and address of the Person to which such Mortgage File (or any portion thereof) designated in such Request for Release to document was delivered and the Master Servicer purpose or Special Servicer, as applicablepurposes of such delivery. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Custodial Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, any outstanding Requests for Release with respect to such Mortgage Loan shall be released by the Trustee (or the Custodian shall deliver a copy on behalf of the Request for Release Trustee) to the Master Applicable Servicer or Special Servicer, as applicable. Within three its designee.
(3c) Business Days, after receipt of Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Applicable Servicer or the Sub-Servicer, as the case may be, any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2007-He1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account. Upon the payment in full of any Non-Trust FundLoan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall promptly notify the related Non-Trust Noteholder in writing by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the related Loan Combination Custodial Account pursuant to Section 3.04(h) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the original Mortgage Note. From No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Loan Combination Custodial Account, the Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Non-Trust Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) (and, in the case of a Non-Trust Loan, the Master Servicer shall cause the related Non-Trust Noteholder to release the Mortgage Note for such Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Account or the applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee] (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee/Certificate Administrator, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Serviced Mortgaged Property or Administered REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or any other document or agreement that in the Special Servicer's reasonable judgment is required to be executed in connection with the servicing of any Mortgage Loan or REO Property, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, the related Non-Trust Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the related Non-Trust Noteholder(s)) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination, also on behalf of the related Non-Trust Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Lc1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a), have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or the Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Custodial Account pursuant to Section 3.04(a), have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. If the Master Servicer or the Special Servicer requires the original Mortgage Note or any other document that constitutes part of a Mortgage File for any Mortgage Loan, then (unless such document is to be delivered to outside legal counsel) such documents shall be maintained in a manner consistent with the Servicing Standard.
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (TIAA Seasoned Commercial Mortgage Trust 2007-C4)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a Companion Loan, the related Serviced Companion Loan Holder by delivery Noteholders (and in the case of a certification the 111 Eighth Avenue Loan Group, the Holders of the Class OEA-B Certificatxx)) xx x xxxxxxxcation (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan, the Master Servicer shall cause the related Companion Loan Noteholders to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Distribution Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the Companion Loans), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the Companion Loans, the Master Servicer shall cause the related Companion Loan Noteholders to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing related Companion Loans) to the CustodianTrustee or related Custodian (or to the related Companion Loan Noteholders), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator related Companion Loan Noteholders) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerLoan Group Mortgaged Property, the related Companion Loan Noteholders) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, also on behalf of the related Companion Loan Noteholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the Companion Loan Noteholders. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of a request Loan Group Mortgaged Property, the related Companion Loan Noteholders) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Group Mortgaged Property, also on behalf of the related Companion Loan Noteholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Non-Trust Mortgage Loan, the original of the Mortgage Note for such Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Non-Trust Mortgage Loan, the Trustee shall cause the related Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Non-Trust Mortgage Loan, the Trustee shall cause the related Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Non-Trust Mortgage Loan to the related Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.to
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C3)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Non-Trust Mortgage Loan, the original of the Mortgage Note for such Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Non-Trust Mortgage Loan, the Trustee shall cause the related Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Non-Trust Mortgage Loan, the Trustee shall cause the related Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Non-Trust Mortgage Loan to the related Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerLoan Combination, the related Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Loan Combination, the related Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination, also on behalf of the related Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the Two Penn Plaza Co-Lender Agreement and the applicable Outside Two Penn Plaza Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced of the Two Penn Plaza Trust Mortgage Loan, the related Outside Servicer, the related Outside Special any Two Penn Plaza Servicer or other similar party the appropriate Two Penn Plaza Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced the Two Penn Plaza Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an Outside Serviced the Two Penn Plaza Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special such Two Penn Plaza Servicer or such other similar party, as the case may be, of such original Note Two Penn Plaza Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C6)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder Trustee in writing by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account, any A/B Custodial Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account or, if applicable, the related A/B Custodial Account, pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. .
(d) Consistent with the foregoing, the Master Servicer and the Special Servicer each shall request from a B-Noteholder the Mortgage Note for the related B-Note Loan under substantially the same circumstances that it would request from the Trustee the Mortgage Note for the related A-Note Mortgage Loan and shall retain the same only for so long as servicing and administration of such B-Note Loan requires.
(e) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicingin connection with the final payment on, such the Outside Serviced Mortgage Loan, the related any Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related applicable Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee (and, in the case of the _______________ Companion Loan, the Certificate Administrator and the Custodian and, if affected, the related Serviced _______________ Companion Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of the _______________ Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of the _______________ Companion Loan, the Trustee shall cause the _______________ Companion Loan Noteholder to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the _______________ Companion Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the _______________ Companion Loan, the Trustee shall cause the _______________ Companion Loan Noteholder to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing _______________ Companion Loan) to the CustodianTrustee or related Custodian (or to the _______________ Companion Loan Noteholder), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator _______________ Companion Loan Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt in the case of written certification the _______________ Mortgaged Property, the _______________ Companion Loan Noteholder) of a Servicing Officeran exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the _______________ Mortgaged Property, also on behalf of the _______________ Companion Loan Noteholder) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property (other than a _______________ Mortgaged Property) or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the _______________ Companion Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of the _______________ Mortgaged Property, the _______________ Companion Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of the _______________ Mortgaged Property, also on behalf of the _______________ Companion Loan Noteholder) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp Ii)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the applicable Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the such Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the such Master Servicer's Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. No expenses incurred in connection with Upon receipt of such certification and request, the Trustee shall release, or cause any instrument of satisfaction or deed of reconveyance shall be chargeable related Custodian to release, the related Mortgage File to the Trust Fundapplicable Master Servicer and shall deliver to such Master Servicer such release or discharge, duly executed. From time to time upon request If the related Mortgage has been recorded in the name of MERS or its designee, the Master Servicer or Special a Sub-Servicer at its direction, if registered with MERS, and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to if the Master Servicer or Special Servicersuch Sub-Servicer is not so registered, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, shall take all necessary action to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause reflect the release of such original Note to Mortgage on the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.MERS(R)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2006-4)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer Servicer, as applicable, of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer Servicer, as applicable, shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder Trustee by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer or Special Servicer, as applicable, and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within three Business Days (3or within such shorter period as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of an exigency) Business Days, after receipt of written certification of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage LoanSpecial Servicer shall, and without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as appropriate for enforcing the terms ofapplicable, representative capacity, or otherwise properly servicing, such Outside Serviced Mortgage Loan(ii) take any action that actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CDC Commercial Mortgage Trust 2002-Fx1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer’s request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account. Upon the payment in full of any Non-Trust FundLoan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall promptly notify the related Non-Trust Noteholder in writing by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the related Loan Combination Custodial Account pursuant to Section 3.04(h) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the original Mortgage Note. From No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Loan Combination Custodial Account, the Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Non-Trust Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) (and, in the case of a Non-Trust Loan, the Master Servicer shall cause the related Non-Trust Noteholder to release the Mortgage Note for such Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Account or the applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Serviced Mortgaged Property or Administered REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or any other document or agreement that in the Special Servicer's reasonable judgment is required to be executed in connection with the servicing of any Mortgage Loan or REO Property, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, the related Non-Trust Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the related Non-Trust Noteholder(s)) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination, also on behalf of the related Non-Trust Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the applicable Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the applicable Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder Trustee in writing by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the applicable Master Servicer's Collection Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the applicable Master Servicer and shall deliver to the applicable Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to a Collection Account, any A/B Custodial Account or the Trust Fund. From Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Trust Mortgage Loan, the applicable Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the applicable Master Servicer and receipt from the applicable Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the applicable Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Trust Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the applicable Master Servicer's Collection Account or, if applicable, the related A/B Custodial Account, pursuant to Section 3.04(a) or Section 3.04(f), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the applicable Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, a Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. .
(d) Consistent with the foregoing, the applicable Master Servicer and the Special Servicer each shall request from a B-Noteholder the Mortgage Note for the related B-Note Non-Trust Mortgage Loan under substantially the same circumstances that it would request from the Trustee the Mortgage Note for the related A-Note Trust Mortgage Loan and shall retain the same only for so long as servicing and administration of such B-Note Non-Trust Mortgage Loan requires.
(e) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicingin connection with the final payment on, such an Outside Serviced Trust Mortgage Loan, the related any Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related applicable Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2006-C5)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the applicable Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the such Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in such Master Servicer's Collection Account pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the applicable Master Servicer and shall deliver to such Master Servicer such release or discharge, duly executed. If the related Mortgage has been recorded in the name of MERS or its designee, the Master Servicer or a Sub-Servicer at its direction, if registered with MERS, and if the Master Servicer or such Sub-Servicer is not so registered, the Trustee, shall take all necessary action to reflect the release of such Mortgage on the MERS(R) System. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the applicable Master Servicer's Collection Account or the Distribution Account. Upon the payment in full of any Non-Trust Loan, or the receipt by the applicable Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, such Master Servicer shall promptly notify the related Non-Trust Loan Holder in writing by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection related Loan Combination Custodial Account pursuant to Section 3.05 of this Agreement 3.04(i) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the original Mortgage FileNote. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From related Loan Combination Custodial Account, the applicable Master Servicer's Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of the any Serviced Mortgage Loan, either Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in (or the original of the Mortgage Note for a Non-Trust Loan), the Trustee, upon request of the applicable Master Servicer and receipt from such Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) (and, in the case of a Non-Trust Loan, the applicable Master Servicer shall request the related Non-Trust Loan Holder to release the Mortgage Note for such Mortgage Loan) to such Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the applicable Collection Account or the applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or Section 3.04(i), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the applicable Master Servicer or the Special Servicer, as applicable. the case may be.
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust Loan Holder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Serviced Mortgaged Property or Administered REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or any other document or agreement that in the Special Servicer's reasonable judgment is required to be executed in connection with the servicing of any Mortgage Loan or REO Property, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, either Master Servicer, the Special Servicer or, if applicable, the related Non-Trust Loan Holder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the related Non-Trust Loan Holder(s)) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Non-Trust Loan Holder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-9)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed; provided, however, that in the case of the payment in full of the Park Place Mall Loan or the Park Place Mall Subordinate Companion Loan, the Mortgage File with respect to the Park Place Mall Whole Loan shall not be released by the Trustee unless the Park Place Mall Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account, the Distribution Account or the Class PP Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (or Serviced Loan Combination, any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a XX Xxxx Non-Trust Mortgage Loan, the related Serviced Companion XX Xxxx Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a XX Xxxx Non-Trust Mortgage Loan, the original of the Mortgage Note for such XX Xxxx Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a XX Xxxx Non-Trust Mortgage Loan, the Trustee shall cause the related XX Xxxx Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such XX Xxxx Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a XX Xxxx Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a XX Xxxx Non-Trust Mortgage Loan, the Trustee shall cause the related XX Xxxx Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such XX Xxxx Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for a XX Xxxx Non-Trust Mortgage Loan to the related XX Xxxx Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related XX Xxxx Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Trust Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerXX Xxxx Loan Pair, the related XX Xxxx Non-Trust Mortgage Loan Noteholder) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a XX Xxxx Mortgaged Property, the affected XX Xxxx Non-Trust Mortgage Loan Noteholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any XX Xxxx Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected XX Xxxx Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of the XX Xxxx Loan Group, also on behalf of the XX Xxxx Non-Trust Mortgage Loan Noteholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the Sangertown Square Co-Lender and Servicing Agreement and the applicable Outside Sangertown Square Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced of the Sangertown Square Trust Mortgage Loan, the related Outside Servicer, the related Outside Special any Sangertown Square Servicer or other similar party the Sangertown Square Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced the Sangertown Square Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an Outside Serviced the Sangertown Square Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special such Sangertown Square Servicer or such other similar party, as the case may be, of such original Note Sangertown Square Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb Ubs Com Mort Tr 2003-C8)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special related Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master Servicer or the Special related Servicer shall will immediately notify the Trustee, the Certificate Administrator and Trustee (or the Custodian andon behalf of the Trustee) by delivering, if affectedor causing to be delivered, two copies (one of which will be returned to the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to Servicer with the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so depositedMortgage File) of a Servicing Officer Request for Release (which may be delivered in an electronic format acceptable to the Trustee (or the Custodian on behalf of the Trustee) and the Master Servicer or the related Servicer). Upon receipt of such request, the Trustee (or the Custodian on behalf of the Trustee) shall within seven (7) Business Days release the related Mortgage File to the Master Servicer or the related Servicer. The Trustee shall at the Master Servicer's or the related Servicer's direction execute and deliver to the Master Servicer or the related Servicer the request delivery to it for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage Filerelating to the Mortgage Loan, in each case provided by the Master Servicer or the related Servicer, together with the Mortgage Note with written evidence of cancellation thereon. No expenses If the Mortgage has been recorded in the name of MERS or its designee, the Master Servicer shall enforce the applicable Servicer's obligation under the related Servicing Agreement take all necessary action to reflect the release of the Mortgage on the records of MERS. Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fundrelated Mortgagor of the Mortgage Loan. From time to time and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any Primary Mortgage Insurance Policy, any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee (or the Custodian on behalf of the Trustee) shall, upon request delivery to it of a Request for Release signed by a Master Servicing Officer or a Servicing Officer, release the Mortgage File within seven (7) Business Days to the Master Servicer or Special Servicer and delivery the related Servicer. Subject to the further limitations set forth below, the Master Servicer or the applicable Servicer shall cause the Mortgage Files so released to be returned to the Trustee (or the Custodian on behalf of the Trustee) when the need therefor no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the related Servicer Custodial Account, in which case such Servicer shall deliver to the Trustee (or the Custodian on behalf of the Trustee) a Request for Release, the Trustee (or signed by a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to Servicing Officer. If the Master Servicer or Special Servicerany related Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement or the Servicing Agreement, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicerany related Servicer shall deliver or cause to be delivered to the Trustee, for signature, as applicable. Within three (3) Business Daysappropriate, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the effectuate such foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any the Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, the Mortgage or to obtain a deficiency judgment, judgment or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or the Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding Corp)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached 135 hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from .
(d) From time to time, if the Fairfield Commons Total Loan is being serviced pursuant to this Agreement, the Master Servicer or the Special Servicer, as applicable, subject to the Fairfield Commons Intercreditor Agreement and as is appropriate for servicing or foreclosure of the Fairfield Commons Pari Passu Companion Loan, shall request the original of the related Mortgage Note from the holder of the Fairfield Commons Pari Passu Companion Loan. From time to time, if the Fairfield and Commons Total Loan is being serviced pursuant to the Series 2003-C5 Pooling and Servicing Agreement, pursuant to the terms of the Co-Lender Agreement Fairfield Commons Intercreditor Agreement, and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Series 2003-C5 Master Servicer, the Series 2003-C5 Special Servicer or the holder of the Fairfield Commons Pari Passu Companion Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced of the Fairfield Commons Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Mortgage Note for such Outside Serviced the Fairfield Commons Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an Outside Serviced the Fairfield Commons Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation as is appropriate to evidence the holding by the related Outside Series 2003-C5 Master Servicer, the related Outside Series 2003-C5 Special Servicer or such other similar party, as the case may be, holder of the Fairfield Commons Pari Passu Companion Loan of such original Mortgage Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Comm Mort Ps THR Certs Ser 2003-Key1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the related Mortgage File; provided, however, in the case of the payment in full of a Serviced Whole Loan, the Mortgage File with respect to the related Serviced Whole Loan shall not be released by the Trustee (and the Master Servicer shall not request such release) unless such Mortgage Loan that is paid in full is the sole remaining portion of the related Serviced Whole Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within three seven Business Days (3) or within such shorter period (but no less than 3 Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer’s request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note, Mortgage, Guaranty, this Agreement or the Mortgage Loan Documents Purchase Agreement or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan Loan, or Serviced Loan Combination or upon the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and or cause to be notified the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification in the form of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Custodial Account pursuant to Section 3.05 of this Agreement 3.10 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, the Custodian on behalf of the Trustee shall promptly release the related Mortgage File to the Servicer at no cost to the Trustee, the Custodian or the Trust Fund. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. Custodial Account or the Certificate Account.
(b) From time to time upon request and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee (or the Custodian on behalf of the Master Servicer Trustee) shall, upon any request made by or Special on behalf of the Servicer and delivery to the Custodian of a Request for ReleaseRelease in the form of Exhibit E, release the related Mortgage File to the Servicer, and the Trustee shall, at the direction of the Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings. Such Request for Release shall obligate the Servicer to return each and every document previously requested from the Mortgage File to Custodian on behalf of the Trustee when the need therefor by the Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered, or caused to be delivered, to the Custodian an additional Request for Release certifying as to such liquidation or action or proceedings. Upon the request of the Trustee (or a the Custodian on its behalfbehalf of the Trustee), the Servicer shall provide notice to the Trustee (or the Custodian on behalf of the Trustee) shall promptly release of the name and address of the Person to which such Mortgage File (or any portion thereof) designated in such Request for Release to document was delivered and the Master Servicer purpose or Special Servicer, as applicablepurposes of such delivery. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Custodial Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, any outstanding Requests for Release with respect to such Mortgage Loan shall be released by the Trustee (or the Custodian shall deliver a copy on behalf of the Request for Release Trustee) to the Master Servicer or Special Servicer, as applicable. Within three its designee.
(3c) Business Days, after receipt of Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer or the Sub-Servicer, as the case may be, any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2006-Nc5)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall will immediately notify the Trustee and the Custodian by delivering, or causing to be delivered, two copies (one of which will be returned to the Servicer with the Mortgage File) of a Request for Release (which may be delivered in an electronic format acceptable to the Trustee, the Certificate Administrator Custodian and the Custodian and, if affectedServicer). Upon receipt of such request, the Custodian shall within seven Business Days release the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement Mortgage File to the effect that all amounts received or Servicer. The Trustee shall deliver to be received in connection the Servicer the Mortgage Note with such payment which are required to be deposited written evidence of cancellation thereon. If the Mortgage has been recorded in the Collection Account pursuant name of MERS or its designee, the Servicer shall take all necessary action to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it reflect the release of the Mortgage Fileon the records of MERS. No expenses Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fundrelated Mortgagor. From time to time upon request and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Master Servicer Mortgage or Special Servicer and the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Custodian shall, upon delivery to the Custodian of a Request for ReleaseRelease signed by a Servicing Officer, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release within seven Business Days to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing Subject to the Custodianfurther limitations set forth below, or in the event of a liquidation or conversion of Servicer shall cause the Mortgage File so released to be returned to the Custodian when the need therefor by the Servicer no longer exists, unless the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee is liquidated and the Certificate Administrator of proceeds thereof are deposited in the Servicer Custodial Account, in which case the Servicer shall deliver to the Custodian a certificate of Request for Release, signed by a Servicing Officer stating that such Officer. Upon prepayment in full of any Mortgage Loan or Serviced Loan Combination was liquidated and the receipt of notice that all amounts received or to be received in connection with funds for such liquidation which are required to be deposited into the Collection Account purpose have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Propertyplaced in escrow, the Custodian Servicer shall deliver a copy give an instrument of satisfaction (or Assignment of Mortgage without recourse) regarding the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or relating to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, which instrument of satisfaction or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it Assignment of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar partyMortgage, as the case may be, of such original Note as custodian on behalf of and for shall be delivered to the benefit Person entitled thereto against receipt of the Trustee.prepayment in
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding 2007-E Trust)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special a Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master such Servicer or the Special Servicer shall will immediately notify the Trustee, or the Certificate Administrator Custodian on its behalf, by delivering, or causing to be delivered a "Request for Release" substantially in the form of Exhibit L. Upon receipt of such request, the Trustee, or the Custodian on its behalf, shall within three Business Days release the related Mortgage File to the related Servicer, and the Custodian andTrustee shall within three Business Days of such Servicer's direction execute and deliver to such Servicer the request for reconveyance, if affected, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it lien of the Mortgage Filein each case provided by such Servicer, together with the Mortgage Note with written evidence of cancellation thereon. No expenses Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fundrelated Mortgagor. From time to time upon request and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose, collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Master Servicer Mortgage or Special Servicer and the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee, or the Custodian on its behalf within three Business Days of delivery to the Trustee, or the Custodian on its behalf of a Request for ReleaseRelease in the form of Exhibit L signed by a Servicing Officer, release the Mortgage File to the related Servicer. Subject to the further limitations set forth below, the Trustee (related Servicer shall cause the Mortgage File or a documents so released to be returned to the Trustee, or the Custodian on its behalf) shall promptly release , when the need therefor by such Servicer no longer exists, unless the Mortgage File (Loan is liquidated and the proceeds thereof are deposited in the related Collection Account, in which case such Servicer shall deliver to the Trustee, or any portion thereof) designated in such the Custodian on its behalf, a Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event form of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO PropertyExhibit L, receipt signed by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable. Within three (3) Business Days, after receipt of written certification of a Servicing Officer. If a Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement, the Trustee such Servicer shall execute and deliver or cause to be delivered to the Special Servicer Trustee, for signature, as appropriate, any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the effectuate such foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any the Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, the Mortgage or to obtain a deficiency judgment, judgment or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or the Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately will promptly notify the TrusteeCustodian or its designee by delivering a Request for Release substantially in the form of Exhibit I. Upon receipt of a copy of such request, the Certificate Administrator Custodian shall promptly release the related Mortgage File to the Servicer, the cost of which may be charged to the Servicer by the Custodian, and the Custodian andServicer is authorized to cause the removal from the registration on the MERS System of any such Mortgage if applicable, if affectedand the Servicer, on behalf of the related Serviced Companion Loan Holder by delivery Trustee shall execute and deliver the request for reconveyance, deed of a certification (which certification shall include a statement to reconveyance or release or satisfaction of mortgage or such instrument releasing the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it lien of the Mortgage Filetogether with the Mortgage Note with written evidence of cancellation thereon. No expenses Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Mortgagor to the extent permitted by law, and otherwise to the Trust FundFund to the extent such expenses constitute "unanticipated expenses" within the meaning of Treasury Regulations Section 1.860G-(1)(b)(3)(ii). From time to time upon request and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Master Servicer Mortgage or Special Servicer and the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Custodian shall, upon delivery to the Custodian it of a Request for ReleaseRelease in the form of Exhibit I signed by a Servicing Officer, the Trustee (or a Custodian on its behalf) shall promptly release the Mortgage File to the Servicer, the cost of which action may be charged to the Servicer by the Custodian. Subject to the further limitations set forth below, the Servicer shall cause the Mortgage File or documents so released to be returned to the Custodian when the need therefor by the Servicer no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the Collection Account. Each Request for Release may be delivered to the Custodian (i) via mail or any portion thereofcourier, (ii) designated in via facsimile or (iii) by such other means, including, without limitation, electronic or computer readable medium, as the Servicer and the Custodian shall mutually agree. The Custodian shall release the related Mortgage File(s) within five (5) Business Days of receipt of a properly completed Request for Release pursuant to clauses (i), (ii) or (iii) above. Receipt of a properly completed Request for Release shall be authorization to the Custodian to release such Mortgage Files, provided the Custodian has determined that such Request for Release has been executed, with respect to clauses (i) or (ii) above, or approved, with respect to clause (iii) above, by an authorized Servicing Officer of the Master Servicer or Special Servicer, and so long as applicablethe Custodian complies with its duties and obligations under this Agreement. Upon return of If the foregoing Custodian is unable to the Custodian, or in the event of a liquidation or conversion of release the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by Files within the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Propertyperiod previously specified, the Custodian shall deliver immediately notify the Servicer indicating the reason for such delay. The Servicer shall not pay penalties or damages due to the Custodian's or its designee's negligent failure to release the related Mortgage File or the Custodian's or its designee's negligent failure to execute and release documents in a copy timely manner, and such amounts shall be Servicer Advances. On each day that the Servicer remits to the Custodian Requests for Releases pursuant to clauses (ii) or (iii) above, the Servicer shall also submit to the Custodian a summary of the Request total number of such Requests for Release Releases requested on such day by the same method as described in such clauses (ii) and (iii). If the Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement, the Servicer may deliver or cause to be delivered to the Master Servicer Trustee or Special Servicerits designee, for signature, as applicable. Within three (3) Business Daysappropriate or on behalf of the Trustee, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the effectuate such foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any the Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, the Mortgage or to obtain a deficiency judgment, judgment or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or the Mortgage or otherwise available at law or in equity. Each such certification Notwithstanding the foregoing, the Servicer shall include a request cause possession of any Mortgage File or of the documents therein that such pleadings or documents be executed shall have been released by the Trustee and a statement as Custodian to be returned to the reason such documents or pleadings are requiredCustodian promptly after possession thereof shall have been released by the Custodian unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant Servicer shall have delivered to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver Custodian a Request for Release in the form of Exhibit C attached hereto I or (ii) the Mortgage File or document shall have been delivered to an attorney or to a public trustee or other public official as required by law for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property and the Servicer shall have delivered to the Custodian an Officer's Certificate of a Servicing Officer certifying as to the name and address of the Person to which the Mortgage File or the documents therein were delivered and the Custodian shall release purpose or cause the release purposes of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteedelivery.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2005-Sl1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. If the Master Servicer or the Special Servicer requires the original Mortgage Note or any other document that constitutes part of a Mortgage File for any Trust Mortgage Loan, then (unless such document is to be delivered to outside legal counsel) such documents shall be maintained in a manner consistent with the Servicing Standard.
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2008-C1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the 000 Xxxxx Xxxxxx Co-Lender Agreement and the applicable Outside 000 Xxxxx Xxxxxx Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced of the 000 Xxxxx Xxxxxx Trust Mortgage Loan, the related Outside Servicer, the related Outside Special any 000 Xxxxx Xxxxxx Servicer or other similar party the appropriate 000 Xxxxx Xxxxxx Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced the 000 Xxxxx Xxxxxx Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an Outside Serviced the 000 Xxxxx Xxxxxx Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special such 000 Xxxxx Xxxxxx Servicer or such other similar party, as the case may be, of such original Note 000 Xxxxx Xxxxxx Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Ii Lb-Ubs Comm Mort Trust 2004-C4)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder Trustee by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a), have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or the Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Custodial Account pursuant to Section 3.04(a), have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except 115 for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time Notwithstanding anything contained herein to timethe contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) except as relates to a Mortgage Loan that the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such servicer shall give notice to the terms Trustee of the Co-Lender Agreement and initiation), initiate any action, suit or proceeding solely under the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage LoanTrustee's name without indicating the Master Servicer's or Special Servicer's, and as appropriate for enforcing the terms ofapplicable, representative capacity, or otherwise properly servicing, such Outside Serviced Mortgage Loan, (ii) take any action with the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery intent to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note Trustee to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan be registered to do business in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within three [__] Business Days (3) or within such shorter period (but no less than [__] Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special related Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master Servicer or the Special related Servicer shall will immediately notify the Trustee, the Certificate Administrator and Trustee (or the Custodian andon behalf of the Trustee) by delivering, if affectedor causing to be delivered, two copies (one of which will be returned to the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include a statement to Servicer with the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so depositedMortgage File) of a Servicing Officer Request for Release (which may be delivered in an electronic format acceptable to the Trustee (or the Custodian on behalf of the Trustee) and the Master Servicer or the related Servicer). Upon receipt of such request, the Trustee (or the Custodian on behalf of the Trustee) shall within seven (7) Business Days release the related Mortgage File to the Master Servicer or the related Servicer. The Trustee (or the Custodian on behalf of the Trustee) shall at the Master Servicer's or the related Servicer's direction execute and deliver to the Master Servicer or the related Servicer the request delivery to it for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage Filerelating to the Mortgage Loan, in each case provided by the Master Servicer or the related Servicer, together with the Mortgage Note with written evidence of cancellation thereon. No expenses If the Mortgage has been recorded in the name of MERS or its designee, the Master Servicer shall enforce the applicable Servicer's obligation under the related Servicing Agreement take all necessary action to reflect the release of the Mortgage on the records of MERS. Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fundrelated Mortgagor of the Mortgage Loan. From time to time and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any Primary Mortgage Insurance Policy, any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee (or the Custodian on behalf of the Trustee) shall, upon request delivery to it of a Request for Release signed by a Master Servicing Officer or a Servicing Officer, release the Mortgage File within seven (7) Business Days to the Master Servicer or Special Servicer and delivery the related Servicer. Subject to the further limitations set forth below, the Master Servicer or the applicable Servicer shall cause the Mortgage Files so released to be returned to the Trustee (or the Custodian on behalf of the Trustee) when the need therefor no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the related Servicer Custodial Account, in which case such Servicer shall deliver to the Trustee (or the Custodian on behalf of the Trustee) a Request for Release, the Trustee (or signed by a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to Servicing Officer. If the Master Servicer or Special Servicerany related Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement or the Servicing Agreement, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicerany related Servicer shall deliver or cause to be delivered to the Trustee, for signature, as applicable. Within three (3) Business Daysappropriate, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the effectuate such foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any the Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, the Mortgage or to obtain a deficiency judgment, judgment or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or the Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding 2005-H Trust)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within three Business Days (3or within such shorter period as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of an exigency) Business Days, after receipt of written certification of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee (and, in the case of the UBS Warburg Building Companion Loan, the Certificate Administrator and the Custodian and, if affected, the related Serviced UBS Warburg Building Companion Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of the UBS Warburg Building Companion Loan, the original of the Mortgage Note for the UBS Warburg Building Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of the UBS Warburg Building Companion Loan, the Trustee shall cause the UBS Warburg Building Companion Loan Noteholder to release the Mortgage Note for the UBS Warburg Building Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the UBS Warburg Building Companion Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the UBS Warburg Building Companion Loan, the Trustee shall cause the UBS Warburg Building Companion Loan Noteholder to release the original of the Mortgage Note for the UBS Warburg Building Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing UBS Warburg Building Companion Loan) to the CustodianTrustee or related Custodian (or to the UBS Warburg Building Companion Loan Noteholder), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator UBS Warburg Building Companion Loan Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt in the case of written certification the UBS Warburg Building Mortgaged Property, the UBS Warburg Building Companion Loan Noteholder) of a Servicing Officeran exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the UBS Warburg Building Mortgaged Property, also on behalf of the UBS Warburg Building Companion Loan Noteholder) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the UBS Warburg Building Companion Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of the UBS Warburg Building Mortgaged Property, the UBS Warburg Building Companion Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of the UBS Warburg Building Mortgaged Property, also on behalf of the UBS Warburg Building Companion Loan Noteholder) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time Notwithstanding anything contained herein to timethe contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) except as relates to a Loan that the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such servicer shall give notice to the terms Trustee of the Co-Lender Agreement and initiation), initiate any action, suit or proceeding solely under the applicable Outside Servicing Agreement related Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Securities Corp)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a), Section 3.04A(a), Section 3.04B(a), Section 3.04C(a) or Section 3.04D(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a), Section 3.04A(a), Section 3.04B(a), Section 3.04C(a) or Section 3.04D(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the GIC Office Co-Lender Agreement and the applicable Outside GIC Office Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced of the GIC Office Trust Mortgage Loan, the related Outside Servicer, the related Outside Special any GIC Office Servicer or other similar party the appropriate GIC Office Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced the GIC Office Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an Outside Serviced the GIC Office Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special such GIC Office Servicer or such other similar party, as the case may be, of such original Note GIC Office Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Lb-Ubs Comm Mort Trust 2004-C2)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the -192- Master Servicer or the Special Servicer, as applicable. If the Master Servicer or the Special Servicer requires the original Mortgage Note or any other document that constitutes part of a Mortgage File for any Trust Mortgage Loan, then (unless such document is to be delivered to outside legal counsel) such documents shall be maintained in a manner consistent with the Servicing Standard.
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the related Co-Lender Agreement and the applicable related Outside Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such of any Outside Serviced Trust Mortgage Loan, the any related Outside Servicer, the related Outside Special Servicer or other similar party the appropriate Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an any Outside Serviced Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note appropriate Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C7)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder Trustee by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Distribution Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Serviced Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator Trustee and the any related Custodian (and, if affectedin the case of a Serviced Non-Trust Mortgage Loan, the related Serviced Companion Non-Trust Mortgage Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection applicable Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Serviced Non-Trust Mortgage Loan, the original of the Mortgage Note for such Serviced Non-Trust Mortgage Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the Mortgage Note for such Serviced Non-Trust Mortgage Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Serviced Non-Trust Mortgage Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Serviced Non-Trust Mortgage Loan, the Trustee shall cause the related Serviced Non-Trust Mortgage Loan Noteholder to release the original of the Mortgage Note for such Non-Trust Mortgage Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) to the CustodianTrustee or related Custodian (and, if applicable, such original Mortgage Note for such Serviced Non-Trust Mortgage Loan to the related Serviced Non-Trust Mortgage Loan Noteholder), or in the event of a liquidation or conversion of delivery to the Trustee (and, if applicable, to the related Serviced Non-Trust Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Serviced Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or Section 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerServiced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of the a Mortgaged Property that secures a Serviced Loan Combination, the related Serviced Non-Trust Mortgage Loan Noteholder) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, with respect to any Serviced Mortgage Loan, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a the related Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the related Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents related Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or, if applicable, any Serviced Non-Trust Mortgage Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, any affected Serviced Non-Trust Mortgage Loan Noteholder) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, also on behalf of the related Serviced Non-Trust Mortgage Loan Noteholder) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
(d) If from time to time, pursuant to the terms of the One Lincoln Street Co-Lender Agreement and the applicable Outside One Lincoln Street Servicing Agreement related to an Outside Serviced Mortgage LoanAgreement, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced of the One Lincoln Street Trust Mortgage Loan, the related Outside Servicer, the related Outside Special any One Lincoln Street Servicer or other similar party the One Lincoln Street Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for such Outside Serviced the One Lincoln Street Trust Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for an Outside Serviced the One Lincoln Street Trust Mortgage Loan in accordance with the preceding sentence, the Custodian Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special such One Lincoln Street Servicer or such other similar party, as the case may be, of such original Note One Lincoln Street Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
(e) If from time to time, pursuant to the terms of the World Apparel Center Co-Lender Agreement and the World Apparel Center Servicing Agreement, and as appropriate for enforcing the terms of the World Apparel Center Trust Mortgage Loan, any World Apparel Center Servicer or the appropriate World Apparel Center Non-Trust Mortgage Loan Noteholder requests delivery to it of the original Mortgage Note for the World Apparel Center Trust Mortgage Loan, then the Trustee shall release or cause the release of such original Mortgage Note to the requesting party or its designee. In connection with the release of the original Mortgage Note for the World Apparel Center Trust Mortgage Loan in accordance with the preceding sentence, the Trustee shall obtain such documentation (such as a custodial receipt) as is appropriate to evidence the holding by such World Apparel Center Servicer or such World Apparel Center Non-Trust Mortgage Loan Noteholder as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C7)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a Companion Loan, the related Serviced Companion Loan Holder Noteholders) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Companion Loan (other than the Oakmonte Junior Portion), the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan (other than the Oakmonte Junior Portion), the Master Servicer shall cause the related Companion Loan Noteholders to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Distribution Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Serviced Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for the Companion Loans (other than the Oakmonte Junior Portion)), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of the Companion Loans (other than the Oakmonte Junior Portion), the Master Servicer shall cause the related Companion Loan Noteholders to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of such Mortgage File (or such portion thereof) (or such original Mortgage Note for the foregoing related Companion Loans (other than the Oakmonte Junior Portion)) to the CustodianTrustee or related Custodian (or to the related Companion Loan Noteholders), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or to the Certificate Administrator related Companion Loan Noteholders) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to Section 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within three Business Days (3) Business Daysor within such shorter period as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerLoan Pair Mortgaged Property, the related Companion Loan Noteholders, other than the Class Y Certificateholders) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Pair Mortgaged Property, also on behalf of the related Companion Loan Noteholders, other than the Class Y Certificateholders) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or the Companion Loan Noteholders, other than the Class Y Certificateholders. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of a request Loan Pair Mortgaged Property, the related Companion Loan Noteholders, other than the Class Y Certificateholders) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Pair Mortgaged Property, also on behalf of the related Companion Loan Noteholders, other than the Class Y Certificateholders) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant Notwithstanding anything contained herein to the terms of contrary, neither the Co-Lender Agreement and Master Servicer nor the applicable Outside Servicing Agreement related Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to an Outside Serviced Mortgage Loancause, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loanthat actually causes, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery Trustee to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release be registered to do business in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Fund Corp Comm Mort Tr 2003-C1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Trust Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the applicable Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the such Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and who shall cause the Custodian andto release, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in such Master Servicer's Collection Account pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall cause the Custodian to release, the related Mortgage File to the applicable Master Servicer and shall deliver to such Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the applicable Master Servicer's Collection Account or the Distribution Account. Upon the payment in full of any Non-Trust Loan, or the receipt by the applicable Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, such Master Servicer shall promptly notify the related Non-Trust Noteholder in writing by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection related Loan Combination Custodial Account pursuant to Section 3.05 of this Agreement 3.04(h) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the original Mortgage FileNote. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From related Loan Combination Custodial Account, the applicable Master Servicer's Collection Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of the any Mortgage Loan, either Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in (or the original of the Mortgage Note for a Non-Trust Loan), the Custodian, upon request of the applicable Master Servicer and receipt from such Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause the Custodian to release, such Mortgage File (or portion thereof) (and, in the case of a Non-Trust Loan, the applicable Master Servicer shall request (and shall use commercially reasonably efforts to cause) the related Non-Trust Noteholder to release the Mortgage Note for such Mortgage Loan) to such Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the applicable Collection Account or the applicable Loan Combination Custodial Account pursuant to Section 3.04(a) or Section 3.04(h), as the case may be, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Custodian to the applicable Master Servicer or the Special Servicer, as applicable. the case may be.
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination Mortgaged Property, the related Non-Trust Noteholder(s)) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or any other document or agreement that in the Special Servicer's reasonable judgment is required to be executed in connection with the servicing of any Mortgage Loan or REO Property, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, either Master Servicer, the Special Servicer or, if applicable, the related Non-Trust Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, if applicable, the related Non-Trust Noteholder(s)) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Loan Combination, also on behalf of the related Non-Trust Noteholder(s)) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2006-C1)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the TrusteeTrustee in writing, the Certificate Administrator and the Custodian and, if affected, who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan (including any related Companion Loan), the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven (7) Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (or the Co-Trustee, after receipt with respect to The Gas Company Tower Loan) of written certification an exigency) of a Servicing Officerthe Special Servicer’s request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may, subject to Section 3.01(b), execute and deliver in the name of the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan), any court pleadings, requests for trustee’s sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note (including any note evidencing a related Companion Loan) or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (or the Co-Trustee, with respect to The Gas Company Tower Loan) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, Trustee in writing who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the original Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Companion Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian Trustee (and, if affectedin the case of a Companion Loan, the related Serviced Companion Loan Holder Noteholder) by delivery of a certification (which certification shall be in the form of a Request for Release in the form of EXHIBIT D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection appropriate Custodial Account pursuant to Section 3.05 of this Agreement SECTION 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage FileFile and, in the case of a Companion Loan, the original of the Mortgage Note for such Companion Loan. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File (and, in the case of a Companion Loan, the Trustee shall cause the related Companion Loan Noteholder to release the Mortgage Note for such Companion Loan) to the Master Servicer or Special Servicer and shall deliver to the Master Servicer or Special Servicer, as applicable, such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Collection Account or any Custodial Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan or Companion Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such (or the original of the Mortgage Note for a Companion Loan), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of EXHIBIT D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of EXHIBIT D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or such portion thereof) (and, in the case of a Companion Loan, the Trustee shall cause the related Companion Loan Noteholder to release the original of the Mortgage Note for such Companion Loan) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or such portion thereof) (or such original Mortgage Note for a Companion Loan) to the CustodianTrustee or related Custodian (or to the related Companion Loan Noteholder), or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and (or the Certificate Administrator related Companion Loan Noteholder) of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination Companion Loan, as the case may be, was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection related Custodial Account pursuant to SECTION 3.04(a) or 3.04A(a), as applicable, have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination the related Mortgaged Property has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee (and, after receipt of written certification in the case of a Servicing OfficerMortgaged Property securing a Loan Pair, the related Companion Loan Noteholder) of an exigency) of the Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property securing a Loan Pair, also on behalf of the related Companion Loan Noteholder) based on a limited power of attorney issued in favor of the Special Servicer pursuant to SECTION 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer, the Special Servicer or any related Companion Loan Noteholder. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee (and, in the case of a request Mortgaged Property securing a Loan Pair, the related Companion Loan Noteholder) a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee (on behalf of the Certificateholders and, in the case of a Mortgaged Property securing a Loan Pair, also on behalf of the related Companion Loan Noteholder) will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time Notwithstanding anything contained herein to timethe contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) except as relates to a Mortgage Loan or Companion Loan that the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such servicer shall give notice to the terms Trustee of the Co-Lender Agreement and initiation), initiate any action, suit or proceeding solely under the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage LoanTrustee's name without indicating the Master Servicer's or Special Servicer's, and as appropriate for enforcing the terms ofapplicable, representative capacity, or otherwise properly servicing, such Outside Serviced Mortgage Loan, (ii) take any action with the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery intent to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note Trustee to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan be registered to do business in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trusteeany state.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Com Mort Pas THR Certs Ser 2000-C3)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall will immediately notify the Trustee (or, at the direction of the Trustee, the Certificate Administrator and the Custodian andCustodian) by delivering, if affectedor causing to be delivered, the related Serviced Companion Loan Holder by delivery two copies (one of a certification (which certification shall include a statement will be returned to the effect that all amounts received or to be received in connection Servicer with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so depositedMortgage File) of a Servicing Officer Request for Release (which may be delivered in an electronic format acceptable to the Trustee and the Servicer). Upon receipt of such request, the Trustee or the Custodian, as applicable, shall request delivery within seven Business Days release the related Mortgage File to it the Servicer. The Trustee shall deliver to the Servicer the Mortgage Note with written evidence of cancellation thereon. If the Mortgage has been recorded in the name of MERS or its designee, the Servicer shall take all necessary action to reflect the release of the Mortgage Fileon the records of MERS. No expenses Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fundrelated Mortgagor. From time to time upon request and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Master Servicer Mortgage or Special Servicer and the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee or the Custodian, as applicable, shall, upon delivery to the Custodian Trustee (or, at the direction of the Trustee, the Custodian) of a Request for Release signed by a Servicing Officer, release the Mortgage File within seven Business Days to the Servicer. Subject to the further limitations set forth below, the Servicer shall cause the Mortgage File so released to be returned to the Trustee or the Custodian, as applicable, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the Servicer Custodial Account, in which case the Servicer shall deliver to the Trustee or the Custodian, as applicable, a Request for Release, the Trustee (or signed by a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicableServicing Officer. Upon return prepayment in full of the foregoing to the Custodian, or in the event of a liquidation or conversion of the any Mortgage Loan or Serviced Loan Combination into the receipt of notice that funds for such purpose have been placed in escrow, the Servicer shall give an REO Property, receipt by instrument of satisfaction (or Assignment of Mortgage without recourse) regarding the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that Mortgaged Property relating to such Mortgage Loan Loan, which instrument of satisfaction or Serviced Loan Combination was liquidated and that Assignment of Mortgage, as the case may be, shall be delivered to the Person entitled thereto against receipt of the prepayment in full. If the Mortgage is registered in the name of MERS or its designee, the Servicer shall take all amounts received necessary action to reflect the release on the records of MERS. In lieu of executing such satisfaction or to be received in connection with such liquidation which are Assignment of Mortgage, or if another document is required to be deposited into executed by the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO PropertyTrustee, the Custodian shall Servicer may deliver a copy of the Request for Release or cause to be delivered to the Master Servicer or Special ServicerTrustee, for signature, as applicable. Within three (3) Business Daysappropriate, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the effectuate such foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any the Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, the Mortgage or to obtain a deficiency judgment, judgment or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or the Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding 2006-E Trust)
Trustee and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been will be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall will immediately notify the Trustee (or, at the direction of the Trustee, the Certificate Administrator and the Custodian andCustodian) by delivering, if affectedor causing to be delivered, the related Serviced Companion Loan Holder by delivery two copies (one of a certification (which certification shall include a statement will be returned to the effect that all amounts received or to be received in connection Servicer with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been or will be so depositedMortgage File) of a Servicing Officer Request for Release (which may be delivered in an electronic format acceptable to the Trustee and the Servicer). Upon receipt of such request, the Trustee or the Custodian, as applicable, shall request delivery within seven (7) Business Days release the related Mortgage File to it the Servicer and deliver to the Servicer the Mortgage Note with written evidence of cancellation thereon. If the Mortgage has been recorded in the name of MERS or its designee, the Servicer shall take all necessary action to reflect the release of the Mortgage Fileon the records of MERS. No expenses Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fundrelated Mortgagor. From time to time upon request and as shall be appropriate for the servicing or foreclosure of any Mortgage Loan, including for such purpose collection under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial release of any Mortgaged Property from the lien of the Master Servicer Mortgage or Special Servicer and the making of any corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the Trustee or the Custodian, as applicable, shall, upon delivery to the Custodian Trustee (or, at the direction of the Trustee, the Custodian) of a Request for Release signed by a Servicing Officer, release the Mortgage File within seven (7) Business Days to the Servicer. Subject to the further limitations set forth below, the Servicer shall cause the Mortgage File so released to be returned to the Trustee or the Custodian, as applicable, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan is liquidated and the proceeds thereof are deposited in the Servicer Custodial Account, in which case the Servicer shall deliver to the Trustee or the Custodian, as applicable, a Request for Release, the Trustee (or signed by a Custodian on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicableServicing Officer. Upon return prepayment in full of the foregoing to the Custodian, or in the event of a liquidation or conversion of the any Mortgage Loan or Serviced Loan Combination into the receipt of notice that funds for such purpose have been placed in escrow, the Servicer shall give an REO Property, receipt by instrument of satisfaction (or Assignment of Mortgage without recourse) regarding the Trustee and the Certificate Administrator of a certificate of a Servicing Officer stating that Mortgaged Property relating to such Mortgage Loan Loan, which instrument of satisfaction or Serviced Loan Combination was liquidated and that Assignment of Mortgage, as the case may be, shall be delivered to the Person entitled thereto against receipt of the prepayment in full. If the Mortgage is registered in the name of MERS or its designee, the Servicer shall take all amounts received necessary action to reflect the release on the records of MERS. In lieu of executing such satisfaction or to be received in connection with such liquidation which are Assignment of Mortgage, or if another document is required to be deposited into executed by the Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO PropertyTrustee, the Custodian shall Servicer may deliver a copy of the Request for Release or cause to be delivered to the Master Servicer or Special ServicerTrustee, for signature, as applicable. Within three (3) Business Daysappropriate, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the effectuate such foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any the Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, the Mortgage or to obtain a deficiency judgment, judgment or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or the Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding 2006-F Trust)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, Trustee in writing who shall release or cause the related Serviced Companion Loan Holder Custodian to release, by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Trustee or related Custodian, or in the event of a liquidation or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by delivery to the Trustee and the Certificate Administrator of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared stated by the Special Servicer, its agents or attorneys and Servicer to be reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or REO Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan or Serviced Loan Combination Loan, or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been shall be escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately promptly notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Certificate Account pursuant to Section 3.05 of this Agreement 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to the Special Servicer) and shall request delivery to it of the related Mortgage File. Upon receipt of such certification and request, the Master Servicer shall promptly release, and if the Master Servicer is not the Custodian, cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund. From Certificate Account or the Distribution Account.
(b) If from time to time upon request time, and as appropriate for servicing or foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian on its behalf) shall promptly release the otherwise require any Mortgage File (or any portion thereof) designated in such ), the Custodian, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, and if the Master Servicer is not the Custodian, cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as applicablethe case may be. Upon return of the foregoing such Mortgage File (or portion thereof) to the Custodian, or in the event of a liquidation or conversion of delivery to the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator Custodian of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all amounts received or to be received in connection with such liquidation which that are required to be deposited into the Collection Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Custodian shall deliver a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer, as applicable. .
(c) Within seven Business Days (or within such shorter period (but no less than three (3) Business Days, after receipt ) as execution and delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of written certification an exigency) of a Servicing Officerthe Special Servicer's request therefor, the Trustee shall execute and deliver to the Special Servicer (or the Special Servicer may execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s 's sale or other documents prepared by the Special Servicer, its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s 's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan Note or Serviced Loan Combination, Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents Mortgage Note or Mortgage or otherwise available at law or in equityequity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer. Each Together with such certification documents or pleadings, the Special Servicer shall include deliver to the Trustee a request certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and a statement certifying as to the reason such documents or pleadings are required, required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreementMortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s 's sale. If from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)