Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans; (ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums; (iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law; (iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are 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 relating to the Trust Fund held in the Certificate Account; (vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and (vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the Master Servicer shall promptly deliver to the Special Servicer, as additional servicing compensation, (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. 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 Trustee, the Special Servicer and the Depositor 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. (b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), (b)(iii), (b)(iv) or
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are 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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Master Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), (b)(iii), (b)(iv) oror (b)(vi) of the definition thereof) for the related Distribution Date then on deposit in the Certificate Account. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Master Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.19;
(iii) any Liquidation Proceeds paid by the Master Servicer or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and
(iv) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing clauses (i) through (iv) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount or any of the amounts referred to in the foregoing clauses (i) through (iv), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (215) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Shortfall, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(c) The Trustee shall establish and maintain the Interest Reserve Account in trust for the benefit of the Certificateholders. The Interest Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Shortfall, if any, in such account, all as provided in accordance with the provisions of Section 3.06. On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the Trustee shall calculate the Withheld Amount with respect to each Interest Reserve Loan. On each such Master Servicer Remittance Date, the Trustee shall withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Trustee shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year, the Trustee shall transfer to the Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account. On the Closing Date, the Depositor shall make an initial deposit in the amount of $462,933 to the Interest Reserve Account, which deposit shall be treated as the "Withheld Amounts" for purposes of the Distribution Date occurring in March 1999.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01)) and any Borrower Recoveries;
(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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. Funds in the Certificate 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), clauses (b)(iii), ) or (b)(iv) orof the definition thereof) for the related Distribution Date then on deposit in the Certificate Account and the Trustee Fee collected with respect to each Mortgage Loan. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.19;
(iii) any Liquidation Proceeds paid by the Master Servicer or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and
(iv) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing clauses (i) through (iv) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount or any of the amounts referred to in the foregoing clauses (i) through (iv), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. To the extent the Master Servicer has not delivered to the Trustee for deposit in the Distribution Account such amounts as are required to be delivered on the Master Servicer Remittance Date, the Master Servicer shall pay interest thereon to the Trustee at an interest rate equal to the Reimbursement Rate then in effect for the period from and including the Master Servicer Remittance Date to and excluding the date such amounts are deposited. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(c) The Trustee shall establish (upon an event occurring that generates Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be invested by the Trustee in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. Upon the disposition of any REO Property in accordance with Section 3.18(d), the Special Servicer will calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and deposit such amount in the Excess Liquidation Proceeds Reserve Account.
(d) The Trustee shall establish and maintain the Interest Reserve Account in trust for the benefit of the Certificateholders. The Interest Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the Trustee shall calculate the Withheld Amount with respect to each Interest Reserve Loan. On each such Master Servicer Remittance Date, the Trustee shall withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Trustee shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year, the Trustee shall transfer to the Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01)) and any Borrower Recoveries;
(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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. Funds in the Certificate 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), clauses (b)(iii), ) or (b)(iv) orof the definition thereof) for the related Distribution Date then on deposit in the Certificate Account and the Trustee Fee collected with respect to each Mortgage Loan. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.19;
(iii) any Liquidation Proceeds paid by the Master Servicer or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and
(iv) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing clauses (i) through (iv) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount or any of the amounts referred to in the foregoing clauses (i) through (iv), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. To the extent the Master Servicer has not delivered to the Trustee for deposit in the Distribution Account such amounts as are required to be delivered on the Master Servicer Remittance Date, the Master Servicer shall pay interest thereon to the Trustee at an interest rate equal to the Reimbursement Rate then in effect for the period from and including the Master Servicer Remittance Date to and excluding the date such amounts are deposited. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(c) The Trustee shall establish (upon an event occurring that generates Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be invested by the Trustee in
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account that shall be held in which the name of the Master Servicer on behalf of the Certificateholders. The Master Servicer shall deposit or cause to be deposited into the Certificate Account on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or any REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01)) and any Borrower Recoveries;
(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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), (b)(iii), (b)(iv) orappropriate
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account that shall be held in which the name of the Master Servicer on behalf of the Certificateholders. The Master Servicer shall deposit or cause to be deposited into the Certificate Account on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or any REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01)) and any Borrower Recoveries;
(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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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 (c3.16(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. Funds in the Certificate 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), clauses (b)(iii), ) or (b)(iv) orof the definition thereof) for the related Distribution Date then on deposit in the Certificate Account and the Trustee Fee collected with respect to each Mortgage Loan. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.20;
(iii) any Liquidation Proceeds paid by the Master Servicer, the Majority Certificateholder of the Controlling Class or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and
(iv) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement.
(c) The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount is required to be delivered for deposit in the Distribution Account, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount, or any of the other amounts required to be deposited therein, then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. To the extent the Master Servicer has not delivered to the Trustee for deposit in the Distribution Account such amounts as are required to be delivered on the Master Servicer Remittance Date, the Master Servicer shall pay interest thereon to the Trustee at an interest rate equal to the Reimbursement Rate then in effect for the period from and including the Master Servicer Remittance Date to and excluding the date such amounts are deposited. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(d) The Trustee shall establish (upon an event occurring that generates Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be invested by the Trustee in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. Upon the disposition of any REO Property in accordance with Section 3.19, the Special Servicer will calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and deposit such amount in the Excess Liquidation Proceeds Reserve Account.
(e) The Trustee shall establish and maintain the Interest Reserve Account in trust for the benefit of the Certificateholders. The Interest Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the Trustee shall calculate the Withheld Amount with respect to each Interest Reserve Loan. On each such Master Servicer Remittance Date, the Trustee shall withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Trustee shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year, the Trustee shall transfer to the Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are 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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), (b)(iii), (b)(iv) oror (b)(vi) of the definition thereof) for the related Distribution Date then on deposit in the Certificate Account and the Trustee Fee collected with respect to each Mortgage Loan. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.19;
(iii) any Liquidation Proceeds paid by the Master Servicer or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and
(iv) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing clauses (i) through (iv) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount or any of the amounts referred to in the foregoing clauses (i) through (iv), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. 000-000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. 000-000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. To the extent the Master Servicer has not delivered to the Trustee for deposit in the Distribution Account such amounts as are required to be delivered on the Master Servicer Remittance Date, the Master Servicer shall pay interest thereon to the Trustee at an interest rate equal to the Reimbursement Rate then in effect for the period from the Master Servicer Remittance Date to and excluding the date such amounts are deposited. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(c) The Trustee shall establish and maintain the Interest Reserve Account in trust for the benefit of the Certificateholders. The Interest Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the Trustee shall calculate the Withheld Amount with respect to each Interest Reserve Loan. On each such Master Servicer Remittance Date, theTrustee shall withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Trustee shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year, the Trustee shall transfer to the Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
(d) The Trustee shall establish and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Excess Liquidation Reserve Proceeds Account may be invested by the Trustee in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Shortfall, if any, in such account, all as provided in accordance with the provisions of Section 3.06. Upon the disposition of any REO Property in accordance with Section 3.18(d), the Special Servicer will calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and deposit such amount in the Excess Liquidation Proceeds Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are 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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Master Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), (b)(iii), (b)(iv) oror (b)(vi) of the definition thereof) for the related Distribution Date then on deposit in the Certificate Account. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Master Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.19;
(iii) any Liquidation Proceeds paid by the Master Servicer or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01); and
(iv) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing clauses (i) through (iv) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount or any of the amounts referred to in the foregoing clauses (i) through (iv), then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (312) 499-5406 (or such alternative number provided by the Master Xxxxxxxx xx xhe Trustee in writing) and by telephone at telephone no. (312) 499-5485 (or such alternative number provided by the Master Sexxxxxx xo the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. To the extent the Master Servicer has not delivered to the Trustee for deposit in the Distribution Account such amounts as are required to be delivered on the Master Servicer Remittance Date, the Master Servicer shall pay interest thereon to the Trustee at an interest rate equal to the Reimbursement Rate then in effect for the period from the Master Servicing Remittance Date to and excluding the date such amounts are deposited. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(c) The Trustee shall establish and maintain the Interest Reserve Account in trust for the benefit of the Certificateholders. The Interest Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the Trustee shall calculate the Withheld Amount with respect to each Interest Reserve Loan. On each such Master Servicer Remittance Date, the Trustee shall withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Trustee shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year, the Trustee shall transfer to the Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
(d) The Trustee shall establish and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Excess Liquidation Reserve Proceeds Account may be invested by the Trustee in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Shortfall, if any, in such account, all as provided in accordance with the provisions of Section 3.06. Upon the disposition of any REO Property in accordance with Section 3.18(d), the Special Servicer will calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and deposit such amount in the Excess Liquidation Proceeds Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account in which the Master Servicer shall deposit or cause to be deposited on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are 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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, Servicer as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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. 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 Trustee, the Special Servicer and the Depositor of the location of the Certificate Account as of the Closing Date and of the new location of the Certificate Account prior to promptly after any change thereofthereto.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), (b)(iii), (b)(iv) or
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
Certificate Account, Distribution Account and Interest Reserve Account. (a) The Master Servicer shall establish and maintain a Certificate Account that shall be held in which the name of the Master Servicer on behalf of the Certificateholders. The Master Servicer shall deposit or cause to be deposited into the Certificate Account on a daily basis, except as otherwise specifically provided herein, 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 and interest on the Mortgage Loans due and payable on or before the Cut-off Date), and 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 the Mortgage Loans;
(ii) all payments on account of interest (including, without limitation, Default Interest and Excess Interest) on the Mortgage Loans, late payment charges and Prepayment Premiums;
(iii) any amounts received from the Special Servicer which are required to be transferred from the REO Account pursuant to Section 3.16(c) and amounts of interest and investment income earned in respect of amounts relating to the Trust Fund held in any Lock-Box Account or Cash Collateral Account, if any, and only to the extent not required to be paid to the applicable Mortgagor under the terms of the related Mortgage Loan documents or applicable law;
(iv) all Insurance Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan or any REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection with the Master Servicer's or the Depositor's purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Distribution Account pursuant to Section 9.01)) and any Borrower Recoveries;
(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 relating to the Trust Fund held in the Certificate Account;
(vi) that portion of each Delinquency Advance that represents (without duplication) the Servicing Fee and, if applicable, the Special Servicing Fee; and
(vii) 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 hazard policy. The foregoing requirements for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or demands, assumption fees, amounts collected for mortgagor checks returned for insufficient funds, ancillary fees and any other amounts that the Master Servicer and the Special Servicer are entitled to as additional servicing compensation pursuant to Section 3.11 need not be deposited by the Master Servicer in the Certificate Account. 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. In accordance with Section 3.11(d), the The Master Servicer shall promptly deliver to the Special Servicer, as additional servicing compensationcompensation in accordance with Section 3.11(d), (i) all assumption fees, modification fees, ancillary fees and other transaction fees due to and received by the Master Servicer with respect to the Specially Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout fees due to and received by the Master Servicer with respect to the Mortgage Loans that are not 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), (ii) and (iv) above with respect to any Mortgage Loan which is not an REO 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 (c3.16(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. Funds in the Certificate 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 Trustee, the Special Servicer and the Depositor 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.
(b) The Trustee shall establish and maintain the Distribution Account in trust for the benefit of the Certificateholders. The Distribution Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. The Securities Intermediary may demand payment of, and shall receive, collect and cause to be deposited in the Mortgage Certificate Securities Account, directly and without intervention or assistance of any fiscal agent or other intermediary, all payments due under the Mortgage Certificate. The Trustee shall deposit in the Distribution Account all amounts withdrawn from the Mortgage Certificate Securities Account pursuant to Section 3.26, except to the extent the Trustee shall be entitled to reimburse itself from such amounts for any advances made by the Trustee pursuant to the immediately succeeding paragraph. In the event that the Securities Intermediary has not received payment on the Mortgage Certificate by the applicable Due Date, the Securities Intermediary shall promptly notify FHLMC of the failure to receive such payment. The Securities Intermediary shall request that FHLMC wire such payments in immediately available funds to the Securities Intermediary, or take such other action as the Securities Intermediary shall determine in accordance with the procedures of FHLMC then in effect. To the extent that payments due under the Mortgage Certificate are not received by the Securities Intermediary prior to 11:00 a.m., New York City time, on any Distribution Date, the Trustee, unless it shall determine in its sole discretion that such advance, if made, would constitute a nonrecoverable advance, shall advance the amount of such payment for purposes of making the required payments to Certificateholders pursuant to Article IV of this Agreement. Upon making such advance, the Trustee shall be entitled to reimbursement for the amount of the advance from the payments due under the Mortgage Certificate when such payments are actually received. If the Trustee does advance funds on any Distribution Date, it shall do so based on its calculation pursuant to Section 4.02(f) of the amount of funds expected to be received with respect to payments due on the Mortgage Certificate in connection with the related Distribution Date. If on any day after the date upon which it has made an advance pursuant to this paragraph the Trustee determines in its sole discretion that such advance is nonrecoverable, the Trustee shall be entitled to (i) direct the Securities Intermediary to enforce the obligations of FHLMC under the Mortgage Certificate, including declaring a default thereunder in accordance with Section 3.26 hereof and the Mortgage Certificate Documents, (ii) receive interest on such advance, which interest shall accrue from and including the date on which the advance was made, payable from the Trust Fund at the Reimbursement Rate and (iii) receive the principal amount of such advance payable from the Trust Fund. The Master Servicer shall deliver to the Trustee each month on or before the Master Servicer Remittance Date therein, for deposit in the Distribution Account, that portion of the Available Distribution Amount (calculated without regard to clause (a)(v), clauses (b)(iii), ) or (b)(iv) orof the definition thereof) for the related Distribution Date then on deposit in the Certificate Account and the Trustee Fee collected with respect to each Mortgage Loan. In addition, the Master Servicer shall, as and when required hereunder, deliver to the Trustee for deposit in the Distribution Account:
(i) any Delinquency Advances required to be made by the Master Servicer in accordance with Section 4.03 (in each case, net of the portion thereof that represents Servicing Fees and/or Special Servicing Fees, which is to be deposited in the Certificate Account);
(ii) any Compensating Interest Payments required to be made by the Master Servicer pursuant to Section 3.20;
(iii) any Liquidation Proceeds paid by the Master Servicer, the Majority Certificateholder of the Controlling Class or the Depositor in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant to Section 9.01);
(iv) all amounts received from the 2002-C1 Master Servicer, the 2002-C1 Special Servicer or the 2002-C1 Trustee pursuant to the 2002-C1 Pooling Agreement or the Co-Lender Agreement on account of the Mesa Grande Loan A2 (net of any Penalty Charges which shall be used first to reimburse the Master Servicer for any Advance Interest and then paid as additional servicing compensation to the Master Servicer); and
(v) any other amounts required to be so delivered for deposit in the Distribution Account pursuant to any provision of this Agreement.
(c) The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee that are required by the terms of this Agreement to be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount is required to be delivered for deposit in the Distribution Account, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the relevant portion of the Available Distribution Amount, or any of the other amounts required to be deposited therein, then the Trustee shall provide notice of such failure to a Servicing Officer of the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day. To the extent the Master Servicer has not delivered to the Trustee for deposit in the Distribution Account such amounts as are required to be delivered on the Master Servicer Remittance Date, the Master Servicer shall pay interest thereon to the Trustee at an interest rate equal to the Reimbursement Rate then in effect for the period from and including the Master Servicer Remittance Date to and excluding the date such amounts are deposited. Funds in the Distribution Account may be invested by the Trustee in Permitted Investments and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. The Trustee shall give notice to the Master Servicer, the Special Servicer and the Depositor 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.
(d) The Trustee shall establish (upon an event occurring that generates Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds Reserve Account in trust for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be invested by the Trustee in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. Upon the disposition of any REO Property in accordance with Section 3.19, the Special Servicer will calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and deposit such amount in the Excess Liquidation Proceeds Reserve Account.
(e) The Trustee shall establish and maintain the Interest Reserve Account in trust for the benefit of the Certificateholders. The Interest Reserve Account shall be maintained as a segregated account, separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Trustee and other accounts of the Trustee. Funds in the Interest Reserve Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06 and the Trustee shall be required to deposit an amount equal to the Net Investment Loss, if any, in such account, all as provided in accordance with the provisions of Section 3.06. On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, the Trustee shall calculate the Withheld Amount with respect to each Interest Reserve Loan (including the Mesa Grande Loan A2). On each such Master Servicer Remittance Date, the Trustee shall withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Trustee shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account, any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year, the Trustee shall transfer to the Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)
