Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 40 contracts
Samples: Co Lender Agreement, Co Lender Agreement, Co Lender Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 A-2, by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 35 contracts
Samples: Co Lender Agreement (BMO 2023-C4 Mortgage Trust), Co Lender Agreement (BMO 2024-5c5 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to any Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 related Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 related Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 related Holder, as applicable, and the Note A-1 such related Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof thereof, which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 related Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 31 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date related to the applicable Note all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectivelyeach Note; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Lead Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 related Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 21 contracts
Samples: Co Lender Agreement, Co Lender Agreement (COMM 2019-Gc44 Mortgage Trust), Co Lender Agreement (Benchmark 2019-B13 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to any Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 related Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 related Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 related Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 related Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 15 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c1), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26), Co Lender Agreement (BBCMS Mortgage Trust 2024-C26)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 A-2, by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the such Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 12 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Co Lender Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C5)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 10 contracts
Samples: Co Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(xi) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 10 contracts
Samples: Co Lender Agreement (Benchmark 2024-V10 Mortgage Trust), Co Lender Agreement (Bank5 2024-5yr9), Co Lender Agreement (BMO 2024-5c5 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, Holder or the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 9 contracts
Samples: Co Lender Agreement, Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (COMM 2016-Dc2 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the such Note A-1 Holder, Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C57)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to any Note A-1 and Note A-2 by wire transfer to accounts maintained by the related Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the related Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the related Note A-1 Holder or the Note A-2 Holder, as applicable, and the such related Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the such Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the related Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the any Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the such Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C8), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C7), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower Borrowers or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the BorrowerBorrowers, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust), Co Lender Agreement (CD 2017-Cd6 Mortgage Trust), Co Lender Agreement (CD 2017-Cd6 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of The Note A-1 Holder, the Note A-1 A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder, the Note A-4 Holder, the Note A-5-1 Holder, the Note A-5-2 Holder, the Note A-6 Holder and the Note A-2 A-7 Holder hereby directs direct the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Serviced Whole Loan Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 any Non-Lead Note, by wire transfer to accounts the account maintained by the related Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Serviced Whole Loan Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement, Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to any Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 related Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 related Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 related Holder, as applicable, and the Note A-1 such related Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof thereof, which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 related Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor4), Co Lender Agreement (COMM 2018-Cor3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c27), Co Lender Agreement (Benchmark 2024-V6 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 each Note, by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 applicable Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 any Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore that was distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 8 contracts
Samples: Co Lender and Future Funding Indemnification Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Co Lender and Future Funding Indemnification Agreement (UBS Commercial Mortgage Trust 2017-C3), Co Lender and Future Funding Indemnification Agreement (UBS Commercial Mortgage Trust 2017-C2)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 Holder and the Note A-2 Holder by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 6 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-2 A-6 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 6 contracts
Samples: Co Lender Agreement (CD 2017-Cd3 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Co Lender Agreement (CSMC 2016-NXSR Commercial Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6-1 Holder, the Note A-6-2 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder and the Note A-2 A-11 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement Agreement, all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(xi) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 6 contracts
Samples: Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-1), Co Lender Agreement (BMO 2023-5c1 Mortgage Trust), Co Lender Agreement (Bank 2023-Bnk46)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 6 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C46)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 6 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Co Lender Agreement (DBJPM 2016-C1 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 , the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or Holder, the Note A-2 Holder or Note A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 6 contracts
Samples: Co Lender Agreement, Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C11), Co Lender Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of Both the Note A-1 Holder and the Note A-2 Holder agrees Holder, agree that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement, Co Lender Agreement (CD 2017-Cd6 Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C5)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement (BMO 2023-5c2 Mortgage Trust), Co Lender Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Co Lender Agreement (Benchmark 2022-B37 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder and the Note A-2 A-12 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(xi) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement (BMO 2024-5c4 Mortgage Trust), Co Lender Agreement (BANK5 Trust 2024-5yr6), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c25)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement (Benchmark 2018-B4 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-2), Co Lender Agreement (MSWF Commercial Mortgage Trust 2023-1), Co Lender Agreement (FIVE 2023-V1 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2019-Gsa1), Co Lender Agreement (GS Mortgage Securities Trust 2019-Gc42), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C48)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of The Note A-1 Holder, the Note A-1 A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-2 A-6 Holder hereby directs direct the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 any Non-Lead Note, by wire transfer to accounts the account maintained by the related Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 5 contracts
Samples: Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33), Co Lender Agreement (Bank 2017-Bnk4)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to each Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 applicable Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 another Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 such Holder or the Note A-2 Holder, as applicable, and the Note A-1 subject Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C15), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C13), Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, Holder or the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, Holder or the Note A-2 Holder, Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C37), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc25), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc25)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C36), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Co Lender Agreement (BBCMS Mortgage Trust 2017-C1), Co Lender Agreement (CD 2017-Cd3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, Holder or the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, Holder or the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or and the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2024-5c25), Co Lender Agreement (Benchmark 2024-V6 Mortgage Trust), Co Lender Agreement (FIVE 2023-V1 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, Holder or the Note A-3 Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C37), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc25)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-1 Holder, the Note A-1-2 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Co Lender Agreement (Bank of America Merrill Lynch Commercial Mortgage Trust 2016-Ubs10)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of The Note A-1 Holder, the Note A-1 A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs direct the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 any Non-Lead Note, by wire transfer to accounts the account maintained by the related Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (GS Mortgage Securities Trust 2017-Gs6), Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4A Holder and the Note A-2 A-4B Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(f)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-C37), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4), Co Lender Agreement (CD 2016-Cd2 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 the Notes, by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectivelyrespective Holders; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 any other Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 Holder or the Note A-2 such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the . The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-Gc36), Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-2 A-5 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C15), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C14), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder, the Note A-4-1 Holder and the Note A-2 A-4-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 4 contracts
Samples: Co Lender Agreement (Benchmark 2022-B35 Mortgage Trust), Co Lender Agreement (Benchmark 2022-B34 Mortgage Trust), Co Lender Agreement (Benchmark 2022-B33 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date related to the applicable Note all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectivelyeach Note; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower Borrowers or paid to the Lead Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 related Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the BorrowerBorrowers, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Benchmark 2018-B3 Commercial Mortgage Trust), Co Lender Agreement (BENCHMARK 2018-B2 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-A Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1-A, Note A-2-A and Note A-2 A-3-A by wire transfer to accounts maintained by the Note A-1 A-1-A Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1-A, Note A-2-A or Note A-2 A-3-A determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1-A, Note A-2-A or Note A-2 A-3-A must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 A-1-A Holder, the Note A-2 A-2-A Holder, the Note A-3-A Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 A-1-A Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, and the such Note A-1 A-1-A Holder, Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 A-1-A Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 A-1-A Holder, the Note A-2 A-2-A Holder, the Note A-3-A Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 A-1-A Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 A-1-A Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 A-1-A Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 A-1-A Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 A-1-A Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C18), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2019-C7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder and the Note A-2 A-8 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement Agreement, all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(xi) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Bank5 2023-5yr3), Co Lender Agreement (BMO 2023-5c1 Mortgage Trust), Co Lender Agreement (Benchmark 2023-V3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder and the Note A-2 A-4-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Xxxx X-0, Note A-4-1 and Note A-2 A-4-2 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder and the Note A-2 A-4-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0, Note A-4-1 or Note A-2 A-4-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0, Note A-4-1 or Note A-2 A-4-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, the Note A-3 Holder, Note A-4-1 or Note A-4-2 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder or the Note A-2 A-4-2 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder or the Note A-2 A-4-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder or the Note A-2 A-4-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder or the Note A-4-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder and the Note A-2 A-4-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder or the Note A-2 A-4-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder or the Note A-2 A-4-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3, the Note A-4-1 Holder and the Note A-2 A-4-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4-1 Holder and the Note A-2 A-4-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(e)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7-1 Holder and the Note A-2 A-7-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement Agreement, all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(xi) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2023-C21), Co Lender Agreement (BMO 2023-C6 Mortgage Trust), Co Lender Agreement (Benchmark 2023-B39 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-1 Holder, the Note A-1-2 Holder, the Note A-1-3 Holder, the Note A-1-4 Holder, the Note A-1-5 Holder, the Note A-1-6 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder, the Note A-2-3 Holder, the Note A-2-4 Holder, the Note A-2-5 Holder, the Note A-2-6 Holder, the Note A-3-1 Holder, the Note A-3-2 Holder, the Note A-3-3 Holder, the Note A-3-4 Holder, the Note A-3-5 Holder, the Note A-4-1 Holder, the Note A-4-2 Holder, the Note A-4-3 Holder, the Note A-4-4 Holder, the Note A-4-5 Holder, the Note A-4-6 Holder, the Note A-5-1 Holder, the Note A-5-2 Holder, the Note A-5-3 Holder and the Note A-2 A-5-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(xi) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (Bank5 2024-5yr11)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, Holder or the Note A-3 Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder Holder, the Note A-2 and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder Holder, the Note A-2 and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder Holder, the Note A-2 and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (CFCRE 2016-C7 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, Holder or the Note A-3 Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (CD 2016-Cd2 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4), Co Lender Agreement (COMM 2016-Cor1 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of The Note A-1-A Holder, the Note A-1 A-1-B Holder and the Note A-2 Holder hereby directs direct the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 each Non-Lead Note, by wire transfer to accounts the account maintained by the related Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-B2), Co Lender Agreement (BENCHMARK 2018-B2 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B1 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-2 A-5, by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Note A-3, Note A-4 or Note A-2 A-5 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Note A-3, Note A-4 or Note A-2 A-5 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 Holder A-5 Holder, agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Co Lender Agreement (CSMC 2016-NXSR Commercial Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A Holder and the Note A-2 A-3-B Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-0-X, Xxxx X-0-X, Xxxx X-0, Note A-3-A and Note A-2 A-3-B by wire transfer to accounts maintained by the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A Holder and the Note A-2 A-3-B Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A or the Note A-2 A-3-B Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (CFCRE 2017-C8 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-1 Holder, the Note A-1-2 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1-1, Note A-1-2 and Note A-2 by wire transfer to accounts maintained by the Note A-1 A-1-1 Holder, the Note A-1-2 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 A-1-1 Holder, the Note A-1-2 Holder and the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 A-1-1 Holder, the Note A-1-2 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 A-1-1 Holder, the Note A-1-2 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53), Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C17), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C52)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Note A-3-A, Note A-3-B and Note A-2 A-4 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder and the Note A-2 A-4 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Note A-3-A, Note A-3-B or Note A-2 A-4 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Note A-3-A, Note A-3-B or Note A-2 A-4, must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-4 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-2 A-4 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-2 A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-2 A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-4 Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder and the Note A-2 A-4 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-2 A-4 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or the Note A-2 A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder and the Note A-2 A-4 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder and the Note A-2 A-4 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (COMM 2016-Cor1 Mortgage Trust), Co Lender Agreement (DBJPM 2016-C1 Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or A-1, Note A-2 Note A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, the Note A-3 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust), Co Lender Agreement (COMM 2015-Ccre27 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1-A, Note A-1-B and Note A-2 by wire transfer to accounts maintained by the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1-A, Note A-1-B or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1-A, Note A-1-B or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, and the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6), Co Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on by the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Note A-3 and Note A-2 A-4 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (CD 2017-Cd6 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7), Co Lender Agreement (Bank 2017-Bnk7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder and the Note A-2 A-6 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (BMO 2024-5c8 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-5c31), Co Lender Agreement (BMO 2024-5c7 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5-1 Holder and the Note A-2 A-5-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2023-5c23), Co Lender Agreement (Benchmark 2023-V4 Mortgage Trust), Co Lender Agreement (BMO 2023-5c2 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39), Co Lender Agreement (CFCRE 2017-C8 Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2017-H1)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (BMO 2024-C10 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2024-C63), Co Lender Agreement (BBCMS Mortgage Trust 2024-C28)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-1 Holder, the Note A-1-2 Holder, the Note A-1-3 Holder, the Note A-1-4 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2 A-2-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (BMO 2024-C10 Mortgage Trust), Co Lender Agreement (BBCMS Mortgage Trust 2024-C30), Co Lender Agreement (Bank 2024-Bnk48)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31), Co Lender Agreement (SG Commercial Mortgage Securities Trust 2016-C5)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the The Note A-1 Holder and the Note A-2 Holder hereby directs direct the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 the Non-Lead Note, by wire transfer to accounts the account maintained by the Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any either Holder against any the other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C2)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1-A, Note A-1-B and Note A-2 by wire transfer to accounts maintained by the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1-A, Note A-1-B or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1-A, Note A-1-B or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, and the such Note A-1 A-1-A Holder, Note A-1-B Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 A-1-A Holder, the Note A-1-B Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 A-1-A Holder, the Note A-1-B Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 3 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C7), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-0, Xxxx X-0X, Xxxx X-0X and Note A-2 A-3, by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-0, Xxxx X-0X, Xxxx X-0X or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-0, Xxxx X-0X, Xxxx X-0X or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower Borrowers or paid to the Note A-1 Holder, the Note A-2 A-2A Holder, the Note A-2B Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the BorrowerBorrowers, the Note A-1 Holder, the Note A-2 A-2A Holder, the Note A-2B Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and Holder, the Note A-2 A-2A Holder, the Note A-2B Holder or the Note A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2A Holder, the Note A-2B Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (COMM 2015-Lc23 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and A-0, Xxxx X-0 xnd Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C12), Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, Holder or the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, Holder or the Note A-2 Holder, Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2016-Cd1 Mortgage Trust), Co Lender Agreement (DBJPM 2016-C3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to each Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 each respective Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 any Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder or the Note A-3 Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder or the Note A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C8), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C57)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-1 Holder, the Note A-1-2 Holder, the Note A-1-3 Holder, the Note A-2-1 Holder, the Note A-2-2 Holder and the Note A-2 A-2-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Co Lender Agreement (Benchmark 2021-B28 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, Holder or the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder Holder, and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Benchmark 2021-B31 Mortgage Trust), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A Holder and the Note A-2 A-3-B Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0-X, Xxxx X-0-X, Xxxx X-0, Note A-3-A and Note A-2 A-3-B by wire transfer to accounts maintained by the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A Holder and the Note A-2 A-3-B Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A Holder, the Note A-3-B Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder A-1-A Holder, the Note A-1-B Holder, the Note A-2 Holder, the Note A-3-A or the Note A-2 A-3-B Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Morgan Stanley Capital I Trust 2017-H1), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)
Accounts; Payment Procedure. (a) The Servicing Agreement shall provide that the Master Servicer shall establish and maintain shall, by no later than the Collection Account or Collection AccountsServicer Remittance Date for each calendar month, remit to the Participation A-2 Holder all properly identified amounts received as applicable. Each of the Note A-1 Holder Determination Date occurring in such month with respect to the Mezzanine Loan and the Note A-2 Holder hereby directs the Master Servicer, Collateral that are required to be remitted to it in accordance with the priorities set forth in Section 3 5 hereof, and subject to the terms of the Servicing Agreement, .
(ib) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 any Participation Interest determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 such Participation Interest must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 any other Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 Holder or the Note A-2 such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any other Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Mezzanine Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 any Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Mezzanine Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Mezzanine Loan, provided, that the . The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 7 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 7 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Participation Agreement (Rodin Income Trust, Inc.), Participation Agreement (Rodin Income Trust, Inc.)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, Holder or the Note A-2 Holder Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, Holder or the Note A-2 Holder, Holder or any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2016-Cd2 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2016-C4)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 A-1-1 Holder, the Note A-1-2 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 its respective Non-Lead Note, by wire transfer to accounts the account maintained by the such Non-Lead Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(b)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of a Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 related Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 such Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holderother Holders, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 a Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2023-C19), Co Lender Agreement (Benchmark 2023-B38 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-0, Xxxx X-0, Xxxx X-0, Note A-4 and Note A-2 A-5 by wire transfer to accounts maintained by the Note A-1 Holder and Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-0, Xxxx X-0, Note A-3, Note A-4 or Note A-2 A-5 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-0, Xxxx X-0, Note A-3, Note A-4 or Note A-2 A-5 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs5), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs4)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, Note A-2-1 Holder and the Note A-2 A-2-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1, Note A-2-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, A-2-2 respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1, Note A-2-1 or Note A-2 A-2-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1, Note A-2-1 or Note A-2 A-2-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, and the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 A-2-1 Holder, the Note A-2-2 Holder any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 A-2-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 Holder A-2-2 Holder, under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 Holder A-2-2 Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (DBGS 2018-C1 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B6 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Note A-3 and Note A-2 A-4 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, and the such Note A-1 Holder, Note A-2 Holder, Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C9), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C8)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or X-0, Xxxx X-0 and Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or the Note A-3 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, and any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CFCRE 2016-C4 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 , the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or Holder, the Note A-2 Holder or Note A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CSMC 2016-NXSR Commercial Mortgage Trust), Co Lender Agreement (Morgan Stanley Capital I Trust 2016-Ubs12)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Holder, Note A-2 and Note A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, A-3 respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or Note A-3 Holder, any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or Holder, the Note A-2 Holder or Note A-3 Holder, as applicable, and the Note A-1 Holder, Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or Holder, the Note A-2 Holder or Note A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and Holder, the Note A-2 Holder and Note A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or Holder, the Note A-2 Holder or Note A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or Holder, the Note A-2 Holder or Note A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 Holder A-3 Holder, under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 Holder A-3 Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (DBGS 2018-C1 Mortgage Trust), Co Lender Agreement (Benchmark 2018-B6 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 A-2-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1, Note A-2-1 and Note A-2 A-2-2 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 A-2-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1, Note A-2-1 or Note A-2 A-2-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1, Note A-2-1 or Note A-2 A-2-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 A-2-1 Holder or the Note A-2-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, and the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 A-2-1 Holder, the Note A-2-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 A-2-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2-1 Holder or the Note A-2 A-2-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 A-2-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2-1 Holder and the Note A-2 A-2-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C3)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Co Lender Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(d)(vii) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.other
Appears in 2 contracts
Samples: Co Lender Agreement (CFCRE 2016-C6 Mortgage Trust), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C3)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, Holder any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Benchmark 2019-B10 Mortgage Trust), Co Lender Agreement (Benchmark 2019-B9 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Note A-3 and Note A-2 A-4 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-4 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (COMM 2016-Ccre28 Mortgage Trust), Co Lender Agreement (CFCRE 2016-C3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Xxxx X-0 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, A-4 respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower Borrowers or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the BorrowerBorrowers, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 Holder A-4 Holder, agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 Holder A-4 Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: U Haul Sac Portfolios (CD 2017-Cd6 Mortgage Trust), U Haul Sac Portfolios Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C7)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments any late collections received by the Master Servicer after the related Master Servicer Remittance Date due date under the Mortgage Loan shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing accordance with Section 18(c)(x) of this Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2016-C2), Co Lender Agreement (DBJPM 2016-C3 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, A-3 respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which that shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 Holder A-3 Holder, agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 Holder A-3 Holder, under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Note Purchase Agreement (COMM 2018-Cor3 Mortgage Trust), Note Purchase Agreement (Benchmark 2018-B3 Commercial Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 X-0, Xxxx X-0, Note A-3 and Note A-2 A-4 by wire transfer to accounts maintained by the Note A-1 Holder and Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 X-0, Xxxx X-0, Xxxx X-0 or Note A-2 A-4 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, and the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder or the Note A-2 A-4 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-2 A-4 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (CD 2017-Cd4 Mortgage Trust), Co Lender Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder Holders hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan Loans and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 the Notes by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 each respective Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the any Borrower or paid to the Note A-1 Holder, the Note A-2 any Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 applicable Holder, as applicable, and the Note A-1 such Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 such Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the any Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan Loans in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 applicable Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan Loans against any future payments due to the Note A-1 such Holder or the Note A-2 Holder, as applicable, under the Mortgage LoanLoans, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder Holders under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.this
Appears in 2 contracts
Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-C5), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C10)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1, Note A-2-A and Note A-2 A-3-A by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1, Note A-2-A or Note A-2 A-3-A determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1, Note A-2-A or Note A-2 A-3-A must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 A-2-A Holder, the Note A-3-A Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, and the such Note A-1 Holder, Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 A-2-A Holder, the Note A-3-A Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2-A Holder or the Note A-2 A-3-A Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2-A Holder and the Note A-2 A-3-A Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C16), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C49)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2-A Holder and the Note A-2 A-2-B Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by Holder, the Note A-1 A-2-A Holder and the Note A-2 A-2-B Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 A-2-A Holder, the Note A-2-B Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder Holder, the Note A-2-A or the Note A-2 A-2-B Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C38), Co Lender Agreement (CFCRE 2017-C8 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of any Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of any such Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 any such Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 such Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 any Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder Holders agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 such Holder, as applicable, with respect to the Mortgage Loan Loan, against any future payments due to the Note A-1 Holder or the Note A-2 such Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 each Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C12), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C46)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-1, Note A-2, Note A-3, Note A-4 and Note A-2 A-5 by wire transfer to accounts maintained by the Note A-1 Holder and Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 A-1, Note A-2, Note A-3, Note A-4 or Note A-2 A-5 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-1, Note A-2, Note A-3, Note A-4 or Note A-2 A-5 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder as applicable, and the Note A-1 Holder or Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-5 Holder as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder or the Note A-2 A-5 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-2 A-5 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Bank5 2024-5yr7), Co Lender Agreement (Benchmark 2024-V6 Mortgage Trust)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have that has been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 2 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C57)
Accounts; Payment Procedure. The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 A-0, Xxxx X-0 and Note A-2 A-3 by wire transfer to accounts maintained by the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or A-1, Note A-2 Note A-3 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 A-0, Xxxx X-0 or Note A-2 A-3 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder Holder, the Note A-3 Holder, or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, and the the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the the
Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder, the Note A-2 Holder or the Note A-2 A-3 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder, the Note A-2 Holder and the Note A-2 A-3 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.
Appears in 1 contract
Samples: Co Lender Agreement (COMM 2015-Ccre26 Mortgage Trust)