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

Delivery and Possession of Servicing Files. (a) Owner shall deliver or cause to be delivered to Servicer (i) a Servicing File with respect to each Serviced Loan, and (ii) the amounts, if any, received by Owner representing Escrow Payments previously made by Borrowers. The contents of each Servicing File delivered to Servicer are and shall be held in trust by Servicer for the benefit of Owner as the owner thereof. Servicer’s possession of each Servicing File is for the sole purpose of servicing the related Serviced Loan; and to the extent it has received originals from the Custodian, such possession by Servicer shall be in a custodial capacity only. Servicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from Owner. At Owner’s request, Servicer shall deliver to Owner the Servicing File or a copy of any document contained therein; but if Servicer is unable to perform its Loan Servicing obligations with respect to the related Serviced Loan after any such release or delivery of one or more documents in the Servicing File, then Servicer’s responsibilities for Loan Servicing with respect to such Serviced Loan may be terminated immediately by Servicer without penalty upon Owner’s failure to deliver such Servicing File document(s) to Servicer within ten (10) Business Days after the date upon which written notice of such inability to perform Loan Servicing obligations is given to Owner by Servicer, and Servicer shall have no obligation to service such Serviced Loan (other than to accept funds and to report material events to Owner) during such ten (10) Business Day period or until the return of the Servicing File document(s), whichever is earlier. Any cost or expense incurred by Servicer pursuant to this Section 3.05 shall be paid as a Servicing Expense. (b) Owner acknowledges and agrees that Servicer is not holding any original Serviced Loan Documents except to the extent required in connection with the servicing of the Serviced Loans and that otherwise the Custodian is holding all such original Serviced Loan Documents on behalf of Owner. Owner acknowledges that it shall, at all times during the term of this Agreement, be the responsibility of the Custodian to maintain the originals of all Serviced Loan Documents. Servicer may from time to time request the release to Servicer of any such documents held by the Custodian to the extent needed in connection with its servicing of a Serviced Loan, and Servicer shall return to the Custodian any such documents when Servicer’s need therefor no longer exists. Servicer shall forward to the Custodian original documents evidencing any assumption, modification, consolidation, or extension of a Serviced Loan entered into by such Servicer in accordance with this Agreement within ten (10) Business Days after the execution thereof or, in lieu thereof, a copy of any such document submitted for recordation, with the original recorded document to be delivered promptly after Servicer’s receipt thereof.

Delivery and Possession of Servicing Files. Custody of Mortgage Files; Review of Mortgage Files. (a) Owner On or before the Closing Date, the Seller shall deliver or cause to be transferred and delivered to the Servicer (i) a the Servicing File with respect to for each Serviced Mortgage Loan, and (ii) the amounts, if any, received by Owner representing Escrow Payments previously made by Borrowers. The contents of each Each Servicing File so transferred and delivered to the Servicer are shall be held by the Servicer or the Special Servicer, as applicable, in order to service the Mortgage Loans pursuant to this Agreement and is and shall be held in trust by the Servicer or the Special Servicer, as applicable, for the benefit of Owner the Indenture Trustee as the record owner thereofof the Mortgage Loans. The Servicer’s 's or Special Servicer's, as applicable, possession of each any portion of any Servicing File is and any portion of any Mortgage File shall be at the will of the Indenture Trustee for the sole purpose of facilitating servicing of the related Serviced Loan; Mortgage Loans pursuant to this Agreement and to the extent it has received originals from the Custodian, such retention and possession by the Servicer or Special Servicer, as applicable, shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Servicing File shall be vested in the Indenture Trustee and the ownership of all records and documents with respect to the Mortgage Loans prepared by or which come into the possession of the Servicer or Special Servicer, as applicable, shall immediately vest in the Indenture Trustee and shall be retained and maintained, in trust, by the Servicer or Special Servicer, as applicable, at the will of the Indenture Trustee in such custodial capacity only. The portion of each Servicing File retained by the Servicer or Special Servicer, as applicable, pursuant to this Agreement shall be segregated from the other books and records of the Servicer or Special Servicer, as applicable, and shall be appropriately marked to clearly reflect the record ownership of the related Mortgage Loan by the Indenture Trustee. The Servicer or Special Servicer, as applicable, shall release from its custody of the contents of any Servicing File retained by it only in accordance with written instructions from Owner. At Owner’s request, Servicer shall deliver to Owner the Servicing File or a copy of any document contained therein; but if Servicer is unable to perform its Loan Servicing obligations with respect to the related Serviced Loan after any such release or delivery of one or more documents in the Servicing File, then Servicer’s responsibilities for Loan Servicing with respect to such Serviced Loan may be terminated immediately by Servicer without penalty upon Owner’s failure to deliver such Servicing File document(s) to Servicer within ten (10) Business Days after the date upon which written notice of such inability to perform Loan Servicing obligations is given to Owner by Servicer, and Servicer shall have no obligation to service such Serviced Loan (other than to accept funds and to report material events to Owner) during such ten (10) Business Day period or until the return of the Servicing File document(s), whichever is earlier. Any cost or expense incurred by Servicer pursuant to this Section 3.05 shall be paid as a Servicing ExpenseAgreement. (b) Owner acknowledges The Seller shall deliver and agrees that Servicer is not holding any original Serviced Loan Documents except release the Mortgage Files to the extent required in connection with the servicing of the Serviced Loans and that otherwise the Custodian is holding all such original Serviced Loan Documents on behalf of Ownerthe Indenture Trustee on or prior to the Closing Date. Owner acknowledges that it shallOn or prior to the Closing Date, at all times during the term Indenture Trustee shall have certified its receipt of this Agreementeach Mortgage Note, be as evidenced by the responsibility certificate of the Custodian to maintain Indenture Trustee with any exceptions noted on the originals of all Serviced Loan Documents. Servicer may from time to time request the release to Servicer of any such documents held by the Custodian to the extent needed in connection with its servicing of a Serviced Loan, and Servicer shall return to the Custodian any such documents when Servicer’s need therefor no longer exists. Servicer shall forward to the Custodian original documents evidencing any assumption, modification, consolidation, or extension of a Serviced Loan entered into by such Servicer in accordance with this Agreement within ten (10) Business Days after the execution thereof or, in lieu thereoflist attached thereto, a copy of which shall be provided to the Servicer and the Seller. The Seller shall be responsible for, as and when due, any such and all initial document submitted for recordationreview fees, with the original recorded document to be delivered promptly after Servicer’s receipt thereof.initial and final certification fees and recertification fees and any costs