Common use of Title and Management of Foreclosed Property Clause in Contracts

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 10 contracts

Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2020-C7), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Title and Management of Foreclosed Property. (a) In the event that title to the Mortgaged Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest OwnersCertificateholders, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Mortgaged Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Property Manager to manage, conserve, protect and operate such the Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Property Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a the Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.63.5(b). (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if (taking into account the subordination of the Trust and B Notes to the Companion Loan Holders constituted a single lenderA Notes) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient liquidation of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) contract with any Successor Property Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Property Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Property Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property; and (iv) the Successor Property Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Whole Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.to

Appears in 7 contracts

Sources: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD BX Commercial Mortgage Trust 20192020-650M VIVA and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing PracticesPractices and in the best interest of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender). The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 7 contracts

Sources: Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9), Trust and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust (such limited liability company, the “Foreclosure LLC”) and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections Section 3.15 and Section 12.2. Subject to Sections Section 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner that does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6 or in (B) the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6Foreclosure LLC. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the properly identified proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on such Foreclosed Property only if the construction was more than 10% complete at the time default on the Trust Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 5 contracts

Sources: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD ILPT Commercial Mortgage Trust 20192025-650M and the Uncertificated VRR Interest OwnersLPF2, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(vii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(vii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account within two (2) Business Days of receipt all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of PILOT lease payments and ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed PropertyProperties; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed PropertyProperties, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) with respect to the operation and management of any such Foreclosed PropertyProperties. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(vii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersHolder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances and, to the extent determined to be Nonrecoverable Advances, to be Trust Fund Expenses. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the each Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 5 contracts

Sources: Trust and Servicing Agreement (BMO 2025-5c12 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2025-V17 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2025-5c37)

Title and Management of Foreclosed Property. (a) In the event that title to the Mortgaged Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest OwnersCertificateholders, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel of its choosing to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Mortgaged Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Property Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(vii), the Successor Property Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(vii). (b) The Special Servicer shall segregate and hold all properly identified funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each any Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.63.5(b). (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if (taking into account the subordination of the Trust and B Notes to the Companion Loan Holders constituted a single lenderA Notes) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis each Business Day in the related Foreclosed Property Account all properly identified revenues received with respect to a any Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If , in which case such Advance is determined to constitute a Nonrecoverable Advance, then such costs and expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practicesa Trust Fund Expense. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) contract with any Successor Property Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Property Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Property Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property; and (iv) the Successor Property Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Whole Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification, however, the retention of any Independent Contractor will not relieve the Special Servicer of its obligations with respect to the Foreclosed Property. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(ix). The Special Servicer agrees to monitor the performance of the Successor Property Manager and to enforce the obligations of the Successor Property Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 4 contracts

Sources: Trust and Servicing Agreement (Bank5 2025-5yr16), Trust and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Certificateholders, the RR Interest Owners and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M Certificateholders and the Uncertificated VRR RR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, with the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such any Foreclosed Property for the Trust Certificateholders and the RR Interest Owners and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(vii), the Successor Manager shall be entitled to the REO Management Fee solely from the such Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(vii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if (taking into account the Trust subordination of the D Notes to the C Notes, the C Notes to the B Notes and the Companion Loan Holders constituted a single lenderB Notes to the Senior Notes) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) and the terms of the Property Management Agreement) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Certificateholders, the RR Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Whole Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required Provisions to enter into an agreement with any Independent Contractor independent contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractorindependent contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification; however, the retention of any independent contractor will not relieve the Special Servicer of its obligations with respect to the Foreclosed Property. All REO Management Fees shall be an expense of the a Trust Fund Expense payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(vii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the each Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 4 contracts

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-C65), Trust and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 2019-650M and the Uncertificated VRR Interest Owners10K, Commercial Mortgage Pass-Through Certificates, Series 2019-10K or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that the Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in and the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust and the Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense of the Trust and allocated in accordance with the allocation provisions of the Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 4 contracts

Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable Property Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance and, if so deemed a Nonrecoverable Advance, the expense of such consultation shall be treated as an expense of the Special Servicer related to the foreclosureTrust Fund. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections Section 3.15 and Section 12.2. Subject to Sections 12.2 Section 11.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner which does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in either (A) the name of the Special Servicer on behalf of the Trustee Trust pursuant to Section 3.6 or in (B) the name of a limited liability company wholly owned by the Trust that is and managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6Servicer. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Certificateholders and the Companion Loan Holders (as a collective whole as if the Trust Certificateholders and the Companion Loan Holders constituted a single lenderlender taking into account that the B Notes are junior to the A Notes) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis within 2 Business Days of receipt of properly identified funds in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such each Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Whole Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 4 contracts

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5), Trust and Servicing Agreement (Bank5 2025-5yr15), Trust and Servicing Agreement (BMO 2025-5c11 Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD ILPT Commercial Mortgage Trust 20192022-650M and the Uncertificated VRR Interest OwnersLPFX, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders Holder(s) a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of PILOT Payments and ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed PropertyProperties; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed PropertyProperties, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) with respect to the operation and management of any such Foreclosed PropertyProperties. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersHolder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the each Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 3 contracts

Sources: Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2022-C62), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD BBCMS 2016-ETC Mortgage Trust, Commercial Mortgage Trust 2019Pass-650M and the Uncertificated VRR Interest OwnersThrough Certificates, Series 2016-ETC or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(d)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(d)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Senior Pari Passu Companion Loan Holders (as a collective whole as if the Trust Fund and the Senior Pari Passu Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(d)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 3 contracts

Sources: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners and the Companion Loan Holders Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD BX Commercial Mortgage Trust 20192024-650M BIO2 and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(vii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(vii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis each Business Day in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of PILOT lease payments and ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed PropertyProperties; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed PropertyProperties, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders Holder(s) with respect to the operation and management of any such Foreclosed PropertyProperties. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(vii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersHolder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the each Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 3 contracts

Sources: Trust and Servicing Agreement (Benchmark 2024-V10 Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2024-5c29), Trust and Servicing Agreement (Bank5 2024-5yr9)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 2019-650M and the Uncertificated VRR Interest OwnersNEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C3)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust (such limited liability company, the “Foreclosure LLC”) and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections Section 3.15 and Section 12.2. Subject to Sections Section 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner that does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD BWAY Commercial Mortgage Trust 20192022-650M and the Uncertificated VRR Interest Owners26BW, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders Holder(s) a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersHolder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 2019-650M and the Uncertificated VRR Interest OwnersLVL, Commercial Mortgage Pass-Through Certificates, Series 2019-LVL or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in and the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund and the Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C4), Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest OwnersCertificateholders, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices Practices, any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The On each Business Day, the Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (Bank 2025-Bnk49), Trust and Servicing Agreement (BMO 2025-C11 Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD 20 Times Square Trust 2018-20TS, Commercial Mortgage Trust 2019Pass-650M and the Uncertificated VRR Interest OwnersThrough Certificates, Series 2018-20TS or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in and the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund and the Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2018-C12)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections Section 3.15 and Section 12.2. Subject to Sections Section 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner that does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6 or in (B) the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on such Foreclosed Property only if the construction was more than 10% complete at the time default on the Trust Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Commercial Mortgage ▇▇▇▇▇▇▇ Park Trust 2019-650M and the Uncertificated VRR Interest OwnersLIC, Commercial Mortgage Pass-Through Certificates, Series 2019-LIC or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such the Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Property, the Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in and the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient liquidation of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund and the Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense Trust Fund Expenses Fund and allocated in accordance with the allocation provisions of the Trust Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD NYC Commercial Mortgage Trust 20192021-650M and the Uncertificated VRR Interest Owners909, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders Holder(s) a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersHolder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company special-purpose entity wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosureProperty Protection Advance. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner which does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in either (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6 or in (B) the name of a limited liability company special-purpose entity wholly owned by the Trust that is and managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6Servicer. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lenderlender taking into account that the B Notes are junior to the A Notes) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Whole Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 2 contracts

Sources: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)

Title and Management of Foreclosed Property. (a) In the event that title to the any Mortgaged Property is acquired by the Servicer for the benefit of the Trust Interest Owners and the Companion Loan Holders Certificateholders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwiseother legal process in connection with a default, the deed, deed or certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer)nominee, on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10Certificateholders. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special The Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the any Mortgaged Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersFund, shall dispose of sell any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practicespossible, but in any event all events within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.210.2. Subject to Sections 12.2 and Section 3.14(d)10.2, the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such each Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders Certificateholders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), Any expenditure made by the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account Servicer pursuant to this Section 3.4(c)(vi)3.9(a) shall constitute a Servicing Advance. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with If the operation of Trust Fund acquires any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in Property, the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject only to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (therewith as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be are consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of and the REMIC Provisions at all timesand, and (ii) causeconsistent therewith, in accordance with Accepted shall advance from its own funds, which amounts shall be Servicing PracticesAdvances, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of extent that Foreclosure Proceeds are insufficient for such Foreclosed Property, including, but not limited topurpose: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items Impositions in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; (iii) all ground rental payments, if applicable, with respect to the Foreclosed Property; and (iiiiv) all costs and expenses necessary to preserve maintain, operate (on an interim basis), and sell such Foreclosed Property; if, but only if, the Servicer would make such an advance if it owned such Foreclosed Property, including the payment of ground rent, and if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance advance would constitute not be a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (dc) The Special ServicerServicer may, on behalf of and shall, to the Trustextent required pursuant to Article X hereof, shall (subject to Section 3.14(a)) contract with any Successor Manager Independent Contractor for the operation and management of any such Foreclosed Property; , provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewithwith this Agreement; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager Independent Contractor (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed PropertyProperty and otherwise comply with the provisions of Section 856 of the Code (and the regulations thereunder, and in particular Treasury Regulation Section 1.856-4(b)(5)) and (B) remit deposit on a daily basis all related revenues (net of such costs and expenses) amounts payable to the Special Servicer, as soon as practicable but Trust Fund in no event later than accordance with the Business Day immediately following receipt, for deposit into contract between the Foreclosed Property Servicer on behalf of the Trustee and the Independent Contractor in an Eligible Account; and; (iii) none of the provisions of this Section 3.14 3.9(c) relating to any such contract or to actions taken through any such Successor Manager Independent Contractor shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Trustee on behalf of the Trust Interest Owners and the Companion Loan Holders Certificateholders with respect to the operation and management of any such Foreclosed Property. The Special ; and (iv) the Servicer shall be entitled, and obligated with respect thereto to the same extent required by as if it alone was performing all duties and obligations in connection with the REMIC Provisions, operation and management of such Foreclosed Property. The Servicer shall be required entitled to enter into an any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of Any expenditure made by the Trust payable from the Foreclosed Property Account or subject to reimbursement Servicer pursuant to this Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith 3.9(c) shall qualify as Property Protection Advancesconstitute a Servicing Advance. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Kranzco Realty Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 20192018-650M and the Uncertificated VRR Interest OwnersOSS, Commercial Mortgage Pass-Through Certificates, Series 2018-OSS or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in and the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund and the Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 20192018-650M and the Uncertificated VRR Interest OwnersALXA, Commercial Mortgage Pass-Through Certificates, Series 2018-ALXA or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in and the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund and the Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD BBSG 2016-MRP Mortgage Trust, Commercial Mortgage Trust 2019Pass-650M and the Uncertificated VRR Interest OwnersThrough Certificates, Series 2016-MRP or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 20192017-650M and the Uncertificated VRR Interest Owners75B, Commercial Mortgage Pass-Through Certificates, Series 2017-75B or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest OwnersCertificateholders, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders Holder or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(ix), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(ix). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each any Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.63.5(b). (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges, any condominium common charges payable by the Borrower or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Mortgage Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan HoldersHolder. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner which does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in either (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6 or in (B) the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the construction was more than 10% complete at the time default on the Trust Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan HoldersHolder. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2015-Gs1)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Citigroup Commercial Mortgage Trust 20192020-650M and the Uncertificated VRR Interest Owners555, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis each Business Day in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the any Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD BAMLL Commercial Mortgage Securities Trust 20192020-650M and the Uncertificated VRR Interest OwnersBOC, Commercial Mortgage Pass-Through Certificates, Series 2020-BOC or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the any Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the any Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the any Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such the Foreclosed Property for the Trust Interest Owners Certificateholders and the any Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Property, the Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, and any Companion Loan Holders pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust Fund and the any Companion Loan Holders (as a collective whole as if the Trust Fund and the any Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient liquidation of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund and any Companion Loan Holders, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the any Companion Loan Holders with respect to the operation and management of any such the Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Foreclosed Property Management Fees shall be an expense Trust Fund Expenses Fund and allocated in accordance with the allocation provisions of the Trust Agreement Between Note Holders payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the any Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Bank 2020-Bnk26)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust (such limited liability company, the “Foreclosure LLC”) and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections Section 3.15 and Section 12.2. Subject to Sections Section 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner that does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6 or in (B) the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6Foreclosure LLC. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lenderlender taking into account the subordinate nature of the B-Note) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the properly identified proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on such Foreclosed Property only if the construction was more than 10% complete at the time default on the Trust Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD Natixis Commercial Mortgage Securities Trust 20192018-650M and the Uncertificated VRR Interest OwnersOSS, Commercial Mortgage Pass-Through Certificates, Series 2018-OSS or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C7)

Title and Management of Foreclosed Property. (a) In the event that title to the any Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust (such limited liability company, the “Foreclosure LLC”) and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any the Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections Section 3.15 and Section 12.2. Subject to Sections Section 12.2 and Section 3.14(d3.14(e), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and salesale in a manner that does not cause such Foreclosed Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such property does not result in receipt by the Trust of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with respect to such property. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi)Account. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any the Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each the Foreclosed Property a Foreclosed Property Account in (A) the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6 or in (B) the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6Foreclosure LLC. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for such period the efficient operation or liquidation, as applicable, of the Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Without limiting the generality of the foregoing, the Special Servicer shall (i) causemay retain an independent contractor to operate and manage the Foreclosed Property; provided, in accordance however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with Accepted Servicing Practices any respect to the Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B)Property. The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such the Foreclosed Property and for other expenses related to the preservation and protection of such the Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such the Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such the Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses. (e) The Special Servicer, on behalf in the name of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property; and (iv) the Successor Manager shall be permitted to perform construction (including renovations) on such Foreclosed Property only if the construction was more than 10% complete at the time default on the Trust Loan became imminent. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD RBS Commercial Funding Inc. 2013-GSP Trust, Commercial Mortgage Trust 2019Pass Through Certificates, Series 2013-650M GSP and the Uncertificated VRR Interest Owners, Companion Loan Holder or its their nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders Holder or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan HoldersHolder, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.211.2. Subject to Sections 12.2 11.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Companion Loan Holders Holder, a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders Certificateholders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(c)(xi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(c)(xi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders Holder (as a collective whole as if the Trust Fund and the Companion Loan Holders Holder constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan HoldersHolder. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)

Title and Management of Foreclosed Property. (a) In the event that title to the any Mortgaged Property is acquired by the Special Servicer for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed in deed-in-lieu of foreclosure or otherwise, the deed, deed or certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer)nominee, on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure6.18. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of sell any Foreclosed Property held by the Trust as expeditiously as appropriate possible in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and provisions of Section 12.27.10. Subject to Sections 12.2 and Section 3.14(d7.9(d), the Special Servicer shall hire on behalf retain the entity or entities that were acting as the Property Manager with respect to the Mortgaged Properties immediately prior to the Event of Default, or such other property managers as the Special Servicer shall deem appropriate (the "Manager"), to provide property management services at each of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders solely for the purpose of its prompt disposition and saleProperties. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager property manager selected by the Special Servicer shall be entitled to the REO related Management Fee solely Fees from the Foreclosed Property Account or the Collection Account pursuant to Collateral, and such fees shall be payable in accordance with Section 3.4(c)(vi)7.9. (b) The Special Servicer and the Manager shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its their own funds and general assets and shall establish deposit all such funds collected and maintain received in connection with respect to each the operation of any Foreclosed Property a Foreclosed in the REO Property Account to be applied in accordance with the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6Cash Management Agreement. (c) The Special Servicer shall have full power and authority, subject only to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this AgreementIndenture and Servicing Standards, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the best interests of the Holders and as consistent with Accepted the Servicing PracticesStandards. The In connection therewith, the Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property require the Manager to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis within one (1) Business Day after receipt in the related Foreclosed REO Property Account all properly identified revenues received with respect to a all Foreclosed PropertyProperties. To the extent such funds are available therefor pursuant to the Cash Management Agreement, and the Special Servicer shall cause to be withdrawn therefrom 115 124 withdraw from the REO Property Account funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such the Foreclosed PropertyProperties; (ii) all taxes, assessments, charges or other similar items Impositions in respect of such the Foreclosed Property Properties that could result or have resulted in the imposition of a lien thereon; (iii) all amounts that are due and payable under any Ground Lease, any Leases or operating agreements affecting the Foreclosed Properties; and (iiiiv) all costs and expenses necessary to preserve such the Foreclosed PropertyProperties including, including the but not limited to payment of ground rent, if anyManagement Fees to the related Manager. To the extent that amounts funds on deposit in the Foreclosed Property Collection Account or any applicable Reserve Account are insufficient for the purposes set forth in clauses (i) through (iiiiv) above (and all similar amounts or expenses)above, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from subject to the Collection Account if consistent with Accepted Servicing Practiceslimitations set forth in Section 7.17. (d) The Special Servicer, in the name of the Trustee on behalf of the TrustHolders, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such the Foreclosed Property; Properties, provided that no such contract shall impose individual liability on the Trustee Trustee, the Special Servicer or the TrustHolders; and provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewithherewith (including those set forth in the definition of Management Fee); (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the revenues of all Foreclosed Property Account Properties all costs and expenses incurred in connection with the operation and management of any such the Foreclosed PropertyProperties, and (B) remit all related revenues (revenues, net of such costs and expenses) , to the Special Servicer, Servicer for deposit to the REO Property Account as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and; (iii) none of the provisions of this Section 3.14 7.9 relating to any such contract or to actions taken through by any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Trustee on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and asset management of any the Foreclosed Properties; and (iv) such Foreclosed PropertyManager and such contract shall be subject to Rating Agency Confirmation. The Special Servicer in the name of the Trustee on behalf of the Holders shall be entitled, and to the extent required by the REMIC Provisions, shall be required entitled to enter into an any agreement with any Independent Contractor performing services for it Manager related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent ContractorManager, and nothing in this Agreement Indenture shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor 116 125 the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and Trustee in accordance with the Companion Loan HoldersServicing Standards. Expenses incurred by the Special Servicer in connection herewith shall qualify be paid and reimbursed as Property Protection Advances. (e) On or before . The Special Servicer shall not serve as Manager, but shall be obligated with respect to any management contact with the Business Day following Manager to monitor and enforce the last day of each Collection Period, Manager's obligations thereunder to the same extent as if the Special Servicer shall withdraw from alone were performing all duties and obligations in connection with the operation and management of the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expensesProperty.

Appears in 1 contract

Sources: Indenture and Servicing Agreement (Vornado Realty Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Citigroup Commercial Mortgage Trust 20192020-650M and the Uncertificated VRR Interest Owners420K, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersHolder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders Holder(s) a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders Holder(s) (as a collective whole as if the Trust and the Companion Loan Holders Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners Certificateholders and the Companion Loan Holders Holder(s) with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersHolder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit Holders of the Holders of MAD BBSG 2016-MRP Mortgage Trust, Commercial Mortgage Trust 2019Pass-650M and the Uncertificated VRR Interest OwnersThrough Certificates, Series 2016-MRP or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-wholly owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, ; provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall may hire on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi3.4(d)(viii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi3.4(d)(viii). (b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any a Foreclosed Property for the benefit of the Trust Fund and the Senior Pari Passu Companion Loan Holders (as a collective whole as if the Trust Fund and the Senior Pari Passu Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms as are appropriate and necessary for the efficient liquidation of such period Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and (iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (d) The Special Servicer, on behalf in the name of the TrustTrust Fund, shall may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that: (i) the terms and conditions of any such contract shall not be inconsistent herewith; (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and (iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Fund on behalf of the Trust Interest Owners Certificateholders and the Senior Pari Passu Companion Loan Holders with respect to the operation and management of any such Foreclosed Property. The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required required, to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust Fund payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi3.4(d)(viii). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances. (e) On or before the Business Day following the last day of each Collection PeriodDetermination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to the any Foreclosed Property (together with including any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real propertyProperty, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35)

Title and Management of Foreclosed Property. (a) In the event that title to the any Mortgaged Property is acquired by the Servicer for the benefit of the Trust Interest Owners and the Companion Loan Holders Certificateholders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, deed or certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of MAD Commercial Mortgage Trust 2019-650M and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer)nominee, on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10Certificateholders. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special The Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to any Mortgaged Property and shall notify the Property, the expense of such consultation being treated as a reimbursable expense Trustee in writing of the Special Servicer related to the foreclosuredate so determined. The Special Servicer, on behalf of the Trust and the Companion Loan HoldersFund, shall dispose of sell any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practicespossible, but in any event all events within the time period, period and subject to the conditions, conditions set forth in Sections 3.15 and Section 12.210.02. Subject to Sections 12.2 and Section 3.14(d)10.02, the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such each Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders Certificateholders solely for the purpose of its prompt disposition and sale, including acting as or appointing a Successor Manager. In connection with such management and subject to Section 3.4(c)(vi)management, the Successor Manager shall be entitled to the REO related Management Fee solely from the Foreclosed Property Account Trust Fund. The Servicer shall not be liable for the acts or omissions of the Collection Account pursuant to Section 3.4(c)(vi)Successor Manager. (b) The Special Servicer shall segregate and hold all funds collected and received in connection with If the operation of Trust Fund acquires any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in Property, the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6. (c) The Special Servicer shall have full power and authority, subject only to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this AgreementAgreement and Accepted Servicing Practices, to do any and all things in connection with the management and operation of any Foreclosed Property therewith for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) in accordance with Accepted Servicing PracticesFund, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning best interest of the REMIC Provisions at all timesCertificateholders, and (ii) cause, in accordance with Accepted Servicing Practices, any income shall pay from the operation or the sale of any Foreclosed Property to not result funds on deposit in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B). The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Collection Account all properly identified revenues received with respect to a Foreclosed Propertyor, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of extent such Foreclosed Propertyfunds are insufficient, including, but not limited toshall advance as a Carrying Costs Advance: (i) all insurance premiums due and payable in respect of such Foreclosed Property; (ii) all taxes, assessments, charges or other similar items Impositions in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; (iii) all ground rental payments, if applicable, with respect to the Foreclosed Property; and (iiiiv) all costs and expenses necessary to preserve maintain such Foreclosed Property, including the payment of ground rentif, if any. To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses)but only if, the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance advance would constitute not be a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices. (dc) The Special Servicer, on behalf in the name of the TrustTrustee, shall (subject to Section 3.14(a)) may contract with any Successor Manager for the operation and management of any such Foreclosed Property; , provided that no such contract shall impose individual liability on the Trustee or the Trust; providedServicer, further, and provided further that: (i) the terms and conditions of any such contract shall not be inconsistent herewithherewith (including those set forth in the definition of Management Fee); (ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from revenues of the Foreclosed Property Account all costs and expenses Operating Expenses incurred in connection with the operation and management of any such the Foreclosed Property, Property and (B) remit deposit on a daily basis all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit Net Operating Income into the Foreclosed Property Servicer Collection Account; and; (iii) none of the provisions of this Section 3.14 3.10(c) relating to any such contract or to actions taken through by any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust Trustee on behalf of the Trust Interest Owners and the Companion Loan Holders Certificateholders with respect to the operation and management of any such Foreclosed Property. The Special ; and (iv) the Servicer shall be entitled, and obligated with respect thereto to the same extent required by as if it alone were performing all duties and obligations in connection with the REMIC Provisions, operation and management of such Foreclosed Property. The Servicer in the name of the Trustee on behalf of the Trust Fund shall be required entitled to enter into an agreement with any Independent Contractor Successor Manager performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent ContractorSuccessor Manager, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or Fund subject to reimbursement pursuant to Section 3.4(c)(vi3.04(a)(v)(E). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan HoldersTrustee in accordance with Accepted Servicing Practices. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Carrying Costs Advances. (e) On . The Successor Manager shall not be deemed to be a subservicer or before agent of the Business Day following Servicer. The agreement with the last day Successor Manager may also provide for the indemnification of each Collection Periodthe Successor Manager by the Trust Fund for any losses, claims or expenses suffered or incurred by the Special Servicer shall withdraw Successor Manager other than such losses, claims or expenses resulting from the Foreclosed Property Account and remit to willful misfeasance, bad faith or negligence of the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expensesSuccessor Manager.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Mills Corp)