Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two Business Days of receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal, interest and any other amounts due and payable on the Mortgage Loans on or before the Cut-off Date, which payments shall be delivered promptly to the Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse): (i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans; (ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans; (iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage Loan; (iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received in connection with a purchase by the Master Servicer or a Majority Certificateholder of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and that are required to be deposited in the Distribution Account pursuant to Section 9.01); (v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account; (vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest policy; (vii) any amounts required to be transferred from the REO Account pursuant to Section 3.16(c); and (viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section 3.11(b) and Section 3.11(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing Agreement. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), assumption fees, modification fees, Net Default Charges, charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loans. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. (b) The Trustee shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer shall deliver to the Trustee, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to the Master Servicer Remittance Amount for such Master Servicer Remittance Date. If, at 1:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by Section 4.03(a) hereof with respect to P&I Advances. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account: (i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a); (ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e) in connection with Prepayment Interest Shortfalls; and (iii) any Liquidation Proceeds paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee that are required by the terms of this Agreement to be deposited therein. (c) Funds in the Certificate Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee shall give notice to the other parties hereto of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two Business Days of upon receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf of it subsequent to the Cut-off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans, including Penalty Interest;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums and Yield Maintenance Charges;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest hazard policy;; and
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of Notwithstanding the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section Sections 3.11(b) and Section 3.11(d(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), Sections 3.11(b) and (d) assumption fees, modification fees, Net Default Charges, late charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar other transaction fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loanswhich the Special Servicer is entitled pursuant to either of such Sections upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two one Business Days Day after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee Paying Agent shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the The Master Servicer shall deliver to the TrusteePaying Agent each month on or before the P&I Advance Date therein, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount (calculated without regard to clause (b)(iii) of the definition thereof) for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m., New York City time, together with (i) any Prepayment Premiums or Yield Maintenance Charges received on any Master Servicer Remittance the Mortgage Loans during the related Collection Period and (ii) in the case of the final Distribution Date, any additional amounts contemplated by the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by second paragraph of Section 4.03(a) hereof with respect to P&I Advances9.01. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee Paying Agent for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account;
(iii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and
(iiiiv) any Liquidation Proceeds the Purchase Price paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds amounts required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee Paying Agent shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee Paying Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer and Paying Agent, as the case may be, shall give notice to the other parties hereto Special Servicer and the Rating Agencies of the location of the Distribution Account and Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee Paying Agent shall give notice to the other parties hereto Trustee, the Master Servicer and the Special Servicer of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two Business Days of upon receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf of it subsequent to the Cut-off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans, including Penalty Interest;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums and Yield Maintenance Charges;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest hazard policy;; and
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of Notwithstanding the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve Accounts, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section Sections 3.11(b) and Section 3.11(d(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), Sections 3.11(b) and (d) assumption fees, modification fees, Net Default Charges, late charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar other transaction fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loanswhich the Special Servicer is entitled pursuant to either of such Sections upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two one Business Days Day after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee Paying Agent shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the The Master Servicer shall deliver to the TrusteePaying Agent each month on or before the P&I Advance Date therein, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount (calculated without regard to clauses (b)(ii)(B) and (b)(iii) of the definition thereof) for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m., New York City time, together with (i) any Prepayment Premiums or Yield Maintenance Charges received on any Master Servicer Remittance the Mortgage Loans during the related Collection Period and (ii) in the case of the final Distribution Date, any additional amounts contemplated by the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by second paragraph of Section 4.03(a) hereof with respect to P&I Advances9.01. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee Paying Agent for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account;
(iii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and
(iiiiv) any Liquidation Proceeds the Purchase Price paid by a Mortgage Loan Seller pursuant to Section 2.03 and the Master Servicer or a Majority Certificateholder of the Controlling Class purchase price paid in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds amounts required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee Paying Agent shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee Paying Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto Trustee, the Special Servicer and the Rating Agencies of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee Paying Agent shall give notice to the other parties hereto Trustee, the Master Servicer, the Special Servicer and the Rating Agencies of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectivelycollec tively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two Business Days of receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal, interest and any other amounts due and payable on the Mortgage Loans on or before the Cut-off Date, which payments shall be delivered promptly to the Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Penalty Charges on such Mortgage Loan;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received in connection with a purchase by the Master Servicer or a Majority Certificateholder of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and that are required to be deposited in the Distribution Account pursuant to Section 9.01);
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest policy;; and
(vii) any amounts required to be transferred from the REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section 3.11(b) and Section 3.11(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, deposited would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Sub- Servicer pursuant to the related Sub-Servicing Agreement. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), assumption fees, modification fees, Net Default Penalty Charges, charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loans. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer shall deliver to the Trustee, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to the Master Servicer Remittance Amount for such Master Servicer Remittance Date. If, at 1:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by Section 4.03(a) hereof with respect to P&I Advances. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e) in connection with Balloon Payment Interest Shortfalls or pursuant to Section 3.19(f) in connection with Prepayment Interest Shortfalls; and
(iii) any Liquidation Proceeds paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee or the Fiscal Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee shall give notice to the other parties hereto of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the CertificateholdersCertificateholders (other than any Holder of the Grantor Trust Certificates). The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two one Business Days Day of receipt of available funds (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf of it subsequent to the Cut-off Off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse), or payments (other than Principal Prepayments) received by it on or prior to the Cut-Off Date but allocable to a period subsequent thereto (including distributions on the Xxxxxxxxx Senior Interest):
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans Loans, including Additional Interest, default interest and all Prepayment Premiums received in respect of the Mortgage Loanslate charges;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest policy);
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c); and;
(viii) to the extent they do not constitute Escrow Payments, any amounts representing payments made paid by Mortgagors that are allocable a Mortgagor specifically to cover items for which a Servicing Advance has been made and;
(ix) any amount in respect of which Servicing Advances have been madePurchase Prices and Substitution Shortfall amounts pursuant to Section 2.03(b). The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of Notwithstanding the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve Accounts, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section Sections 3.11(b) and Section 3.11(d(d) (except to the extent necessary to offset interest accrued on Advances or otherwise provided herein), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), Sections 3.11(b) and (d) assumption fees, modification fees, Net Default Charges, late charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar other transaction fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loanswhich the Special Servicer is entitled pursuant to either of such Sections upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee Paying Agent shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the The Master Servicer shall deliver to the TrusteePaying Agent each month on or before the P&I Advance Date therein, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m., New York City time, together with (i) any Prepayment Premiums received on any Master Servicer Remittance the Mortgage Loans during the related Collection Period and (ii) in the case of the final Distribution Date, any additional amounts contemplated by the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer second paragraph of Section
9.01. All amounts on deposit in the same manner as required by Section 4.03(a) hereof with respect to P&I AdvancesDistribution Account shall remain uninvested. In addition, the Master Servicer and the Trustee, as applicable, shall, as and when required hereunder, deliver to the Trustee Paying Agent for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer and the Trustee, as applicable, in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e) 3.19 in connection with Prepayment Interest Shortfalls; and
(iii) any Liquidation Proceeds the Purchase Price paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase by the Master Servicer of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds amounts required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee Paying Agent shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee Paying Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee shall give notice to the other parties hereto of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two Business Days of receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal, interest and any other amounts due and payable on the Mortgage Loans on or before the Cut-off Date, which payments shall be delivered promptly to the Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage Loan;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received in connection with a purchase by the Master Servicer or a Majority Certificateholder of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and that are required to be deposited in the Distribution Account pursuant to Section 9.01);
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest policy;
(vii) any amounts required to be transferred from the REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section 3.11(b) and Section 3.11(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing Agreement. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), assumption fees, modification fees, Net Default Charges, charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loans. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer shall deliver to the Trustee, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to the Master Servicer Remittance Amount for such Master Servicer Remittance Date. If, at 1:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by Section 4.03(a) hereof with respect to P&I Advances. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e) in connection with Prepayment Interest Shortfalls; and
(iii) any Liquidation Proceeds paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee or the Fiscal Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee shall give notice to the other parties hereto of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two one Business Days Day of receipt of available funds (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf of it subsequent to the Cut-off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans, including Penalty Interest;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums and Yield Maintenance Charges;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest hazard policy;; and
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of Notwithstanding the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve Accounts, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section Sections 3.11(b) and Section 3.11(d(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), Sections 3.11(b) and (d) assumption fees, modification fees, Net Default Charges, late charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar other transaction fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loanswhich the Special Servicer is entitled pursuant to either of such Sections upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two one Business Days Day after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee Paying Agent shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the The Master Servicer shall deliver to the TrusteePaying Agent each month on or before the P&I Advance Date therein, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount (calculated without regard to clauses (b)(ii)(B) of the definition thereof) for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m., New York City time, together with (i) any Prepayment Premiums or Yield Maintenance Charges received on any Master Servicer Remittance the Mortgage Loans during the related Collection Period and (ii) in the case of the final Distribution Date, any additional amounts contemplated by the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by second paragraph of Section 4.03(a) hereof with respect to P&I Advances9.01. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee Paying Agent for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account;
(iii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and
(iiiiv) any Liquidation Proceeds the Purchase Price paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase by the Master Servicer of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds amounts required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee Paying Agent shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee Paying Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account and the Distribution Account may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto Trustee, the Special Servicer and the Rating Agencies of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee Paying Agent shall give notice to the other parties hereto Trustee, the Master Servicer, the Special Servicer and the Rating Agencies of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), ) to be held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Each account constituting part of the Certificate Account shall be an Eligible Account and shall be entitled generally as follows: "Midland Loan Services, L.P., as Master Servicer, in trust for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through Certificates, Series 1996-C1 Certificate Account". The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two one Business Days of Day after receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by or on behalf of it the Master Servicer subsequent to the Cut-off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly paid to the Mortgage Loan Seller or its designeeSeller, with negotiable instruments endorsed as necessary and appropriate without recourse):) or (except for Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Loans, including Penalty Interest, but excluding Prepayment Premiums received in respect of the Mortgage LoansInterest Excesses;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest insurance policy;
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c);
(viii) insofar as they do not constitute Escrow Payments, any amounts paid by a Mortgagor specifically to cover items for which a Servicing Advance has been made; and
(viiiix) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been madethe extent not otherwise payable to the Master Servicer or Special Servicer as additional servicing compensation, assumption fees. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, and amounts that the Master Servicer and the Special Servicer are is entitled to retain as additional servicing compensation pursuant to Section 3.11(b) ), and amounts that the Special Servicer is entitled to retain as additional servicing compensation pursuant to Section 3.11(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(d), assumption fees, modification fees, Net Default Charges, charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar fees (excluding Prepayment Premiumsin each case, up to the lesser of (i) 1.0% of the unpaid principal balance of the related Mortgage Loan and (ii) $75,000), late charges and other transaction fees received by the Master Servicer with respect to Specially Serviced Mortgage Loans. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two one Business Days Day after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Each account constituting part of the Distribution Account shall be an Eligible Account and shall be entitled generally as follows: "LaSalle National Bank, as Trustee, in trust for the registered holders of Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through Certificates, Series 1996-C1 Distribution Account". On each Master Servicer Remittance P&I Advance Date, the Master Servicer shall deliver to the Trustee, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount (calculated without regard to clause (b)(iii) of the definition thereof) for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m.together with (i) any Prepayment Premiums and, New York City time, on any Master Servicer Remittance Date, to the Trustee has extent not received the Master Servicer Remittance Amount, the Trustee shall provide notice payable to the Master Servicer or Special Servicer as additional servicing compensation, assumption fees received on the Mortgage Loans during the related Collection Period and (ii) in the same manner as required case of the final Distribution Date, any additional amounts contemplated by the second paragraph of Section 4.03(a) hereof with respect to P&I Advances9.01. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account;
(iii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(a) in connection with Prepayment Interest Shortfalls; and
(iiiiv) any Liquidation Proceeds paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds required to be deposited in the Certificate Account pursuant to Section 9.01. Any and all amounts payable by any Person pursuant to this Agreement to reimburse or indemnify the Trust Fund shall be delivered to the Trustee for deposit in the Distribution Account. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall give notice to the other parties hereto Trustee and the Special Servicer of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee shall give notice to the other parties hereto Master Servicer and the Special Servicer of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Salomon Brothers Mortgage Securities Vii Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two one Business Days Day of receipt of available funds (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf of it subsequent to the Cut-off Off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):), or payments (other than Principal Prepayments) received by it on or prior to the Cut-Off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans, including Additional Interest;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest hazard policy;; and
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of Notwithstanding the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve Accounts, and amounts that the Master Servicer and the Special Servicer are entitled to retain as additional servicing compensation pursuant to Section Sections 3.11(b) and Section 3.11(d(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), Sections 3.11(b) and (d) assumption fees, modification fees, Net Default Charges, late charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar other transaction fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loanswhich the Special Servicer is entitled pursuant to either of such Sections upon receipt of a certificate of a Servicing Officer of the Special Servicer describing the item and amount. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee Paying Agent shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the The Master Servicer shall deliver to the TrusteePaying Agent each month on or before the P&I Advance Date therein, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m., New York City time, together with (i) any Prepayment Premiums received on any Master Servicer Remittance the Mortgage Loans during the related Collection Period and (ii) in the case of the final Distribution Date, any additional amounts contemplated by the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer second paragraph of Section
9.01. All amounts on deposit in the same manner as required by Section 4.03(a) hereof with respect to P&I AdvancesDistribution Account shall remain uninvested. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee Paying Agent for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account;
(iii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and
(iiiiv) any Liquidation Proceeds the Purchase Price paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase by the Master Servicer of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds amounts required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee Paying Agent shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee Paying Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds Prior to the P&I Advance Date relating to any Collection Period in which Additional Interest is received, the Trustee shall establish and maintain the Additional Interest Distribution Account in the Certificate Account may be invested name of the Trustee in Permitted Investments in accordance with trust for the provisions benefit of Section 3.06the Holders of the Class L Certificates or their assignees. The Additional Interest Distribution Account shall be established and maintained as an Eligible Account as part of the Trust Fund but shall not constitute part of REMIC I, REMIC II or REMIC III. On or before the P&I Advance Date related to the applicable Distribution Date, the Master Servicer shall give notice deliver to the other parties hereto Paying Agent for deposit in the Additional Interest Distribution Account an amount equal to the Additional Interest received during the related Collection Period. Following the distribution of any Additional Interest to the Holders of the location of Class L Certificates on the Certificate Account as of first Distribution Date after which there are no longer any Mortgage Loans outstanding, the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee shall give notice to terminate the other parties hereto of Additional Interest Distribution Account. All amounts on deposit in the location of the Additional Interest Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereofshall remain uninvested.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Certificate Account and Distribution Account. (a) The Master Servicer shall establish and maintain one or more accounts (collectively, the "Certificate Account"), held on behalf of the Trustee in trust for the benefit of the Certificateholders. The Certificate Account shall be an Eligible Account. The Master Servicer shall deposit or cause to be deposited in the Certificate Account, within two Business Days of upon receipt (in the case of payments by Mortgagors or other collections on or in respect of the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by the Master Servicer or on its behalf of it subsequent to the Cut-off Date (other than in respect of principal, principal and interest and any other amounts due and payable on the Mortgage Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments, on principal of the Mortgage Loans;
(ii) all payments on account of interest at the respective Mortgage Rates on the Mortgage Loans and all Prepayment Premiums received in respect of the Mortgage Loans, including Penalty Interest;
(iii) to the extent allocable to the period that any Mortgage Loan is a Specially Serviced Mortgage Loan, all payments on account of Default Charges on such Mortgage LoanPrepayment Premiums and Yield Maintenance Charges;
(iv) all Insurance Proceeds and Liquidation Proceeds (net of all related Liquidation Expenses paid therefrom) received in respect of any Mortgage Loan (other than Liquidation Proceeds that are received described in connection with a purchase by the Master Servicer or a Majority Certificateholder clause (vi) of the Controlling Class of all of the Mortgage Loans and any REO Properties in the Trust Fund and definition thereof that are required to be deposited in the Distribution Account pursuant to Section 9.01)) received in respect of any Mortgage Loan;
(v) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Certificate Account;
(vi) any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket or master single interest hazard policy;; and
(vii) any amounts required to be transferred from the an REO Account pursuant to Section 3.16(c); and
(viii) any amounts representing payments made by Mortgagors that are allocable to cover items in respect of which Servicing Advances have been made. The foregoing requirements for deposit in the Certificate Account shall be exclusive. Without limiting the generality of Notwithstanding the foregoing, (A) actual payments from Mortgagors in the nature of Escrow Payments, and amounts that the Master Servicer and the Special Servicer are is entitled to retain as additional servicing compensation pursuant to Section 3.11(b) and Section 3.11(d), respectively, need not be deposited by the Master Servicer in the Certificate Account and (B) with respect to any amount representing a sub-servicing fee (including, without limitation, a Primary Servicing Fee, if applicable) that otherwise would be required to be deposited by the Master Servicer in the Certificate Account and that, once so deposited, would have been permitted to be withdrawn immediately from the Certificate Account pursuant to Section 3.05 as part of the payment of the Master Servicing Fee, such amount shall be deemed to have been deposited to and withdrawn from the Certificate Account for such purpose to the extent that such sum has been retained by the Sub-Servicer pursuant to the related Sub-Servicing AgreementAccount. If the Master Servicer shall deposit in the Certificate Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional special servicing compensation in accordance with Section 3.11(d), ) assumption fees, modification fees, Net Default Charges, late charges for beneficiary statements or demands, charges for checks returned for insufficient funds and similar other transaction fees (excluding Prepayment Premiums) received by the Master Servicer with respect to Specially Serviced Mortgage Loans. The Certificate Account shall be maintained as a segregated account, separate and apart from trust funds created for mortgage pass-through certificates of other series serviced and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) above with respect to any Mortgage Loan, the Special Servicer shall promptly, but in no event later than two one Business Days Day after receipt, remit such amounts to the Master Servicer for deposit into the Certificate Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Certificate Account pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer and shall deliver promptly, but in no event later than two three Business Days after receipt, any such check to the Master Servicer by overnight courier, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason.
(b) The Trustee Paying Agent shall establish and maintain one or more trust accounts (collectively, the "Distribution Account") to be held in trust for the benefit of the Certificateholders. The Distribution Account shall be an Eligible Account. On each Master Servicer Remittance Date, the The Master Servicer shall deliver to the TrusteePaying Agent each month on or before the P&I Advance Date therein, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Master Servicer Remittance Available Distribution Amount (calculated without regard to clause (b)(iii) of the definition thereof) for such Master Servicer Remittance Date. Ifthe related Distribution Date then on deposit in the Certificate Account, at 1:00 p.m., New York City time, together with (i) any Prepayment Premiums or Yield Maintenance Charges received on any Master Servicer Remittance the Mortgage Loans during the related Collection Period and (ii) in the case of the final Distribution Date, any additional amounts contemplated by the Trustee has not received the Master Servicer Remittance Amount, the Trustee shall provide notice to the Master Servicer in the same manner as required by second paragraph of Section 4.03(a) hereof with respect to P&I Advances9.01. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee Paying Agent for deposit in the Distribution Account:
(i) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19(e3.06 in connection with losses realized on Permitted Investments with respect to funds held in the Distribution Account;
(iii) any amounts required to be deposited by the Master Servicer pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and
(iiiiv) any Liquidation Proceeds paid by the Master Servicer or a Majority Certificateholder of the Controlling Class in connection with the purchase of all of the Mortgage Loans and any REO Properties pursuant to Section 9.01, exclusive of the portion of such Liquidation Proceeds required to be deposited in the Certificate Account pursuant to Section 9.01. The Trustee Paying Agent shall, upon receipt, deposit in the Distribution Account any and all amounts received or advanced by the Trustee Paying Agent that are required by the terms of this Agreement to be deposited therein.
(c) Funds in the Certificate Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer and Paying Agent, as the case may be, shall give notice to the other parties hereto Trustee, the Special Servicer and the Rating Agencies of the location of the Distribution Account and Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to any change thereof. The Trustee Paying Agent shall give notice to the other parties hereto Trustee, the Master Servicer and the Special Servicer of the location of the Distribution Account as of the Closing Date and of the new location of the Distribution Account prior to any change thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
