Common use of Distribution Account and Reserve Accounts Clause in Contracts

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 2013-C10.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

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Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C12, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C12, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C12, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C12, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C12.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C7, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C7, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C7, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C7, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C7, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C7.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 20142013), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, together with an initial deposit for the Distribution Date in March 2013 equal to one (1) day’s interest for each Interest Reserve Loan (which additional deposit is equal to $162,050.00 in the aggregate), “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2013 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C16, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C16, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C16, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C16, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C16, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C16, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C16, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C16, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. For the avoidance of doubt, the Distribution Account and each Reserve Account (including interest, if any, earned on the investment of funds in such accounts) shall be owned by REMIC III for federal income tax purposes. Funds in the Distribution Account and the Reserve Accounts may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date or other applicable date which will allow the Certificate Administrator to make withdrawals from the Distribution Account or applicable Reserve Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C16, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C16.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. Notwithstanding any of the foregoing to the contrary, so long as U.S. Bank National Association is the Certificate Administrator, funds in the Distribution Account and the Reserve Accounts shall not be invested. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142015) and February of each year (commencing in 20142015), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and and/or February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2015 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C14, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C14, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C14, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C14, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C14, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C14, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C14, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C14, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. For the avoidance of doubt, the Distribution Account and each Reserve Account (including interest, if any, earned on the investment of funds in such accounts) shall be owned by REMIC III for federal income tax purposes. Funds in the Distribution Account and the Reserve Accounts may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date or other applicable date which will allow the Certificate Administrator to make withdrawals from the Distribution Account or applicable Reserve Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C14, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C14.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142015) and February of each year (commencing in 20142015), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and and/or February in respect of each Interest Reserve Loan, together with an initial deposit for the Distribution Date in March 2014 equal to two (2) days’ interest for each Interest Reserve Loan (which additional deposit is equal to $397,213 in the aggregate), “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Class F Certificates or Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C4, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C4, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C4, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C4, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C4.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the The Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142013) and February of each year (commencing in 20142013), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve LoanLoan collectively, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian Administrator and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2013 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2012-C4)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C13, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C13, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C13, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C13, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C13.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Class F Certificates or Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C11, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C11, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C11, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C11, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount sub-account of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C10.” C11”. None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest Interest, if any, on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, Loan “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C10C3, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C10C3, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C10C3, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C10C3, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132011-C10C3.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian Servicer or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the The Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142013) and February of each year (commencing in 20142012), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve LoanLoan collectively, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian Administrator and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (2012 and on any other the Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C6, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C6, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C6, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C6, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132012-C10C6, Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C6.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the The Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142013) and February of each year (commencing in 20142013), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve LoanLoan collectively, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian Administrator and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2013 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C5, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C5, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C5, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, U.S. Bank National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C5, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20132012-C10C5.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the The Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142013) and February of each year (commencing in 20142013), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve LoanLoan collectively, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2013 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

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Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. For the avoidance of doubt, the Distribution Account and each Reserve Account (including interest, if any, earned on the investment of funds in such accounts) shall be owned by REMIC III for federal income tax purposes. Funds in the Distribution Account and the Reserve Accounts may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date or other applicable date which will allow the Certificate Administrator to make withdrawals from the Distribution Account or applicable Reserve Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142015) and February of each year (commencing in 20142015), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and and/or February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2015 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest Interest, if any, on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one two (12) day’s days’ interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan equal to two (2) days’ interest for each Interest Reserve Loan, together with an initial deposit for the Distribution Date in March 2013 (which initial deposit is equal to $263,789.89 in the aggregate), “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2013 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, U.S. Bank National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C8.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest Interest, if any, on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one two (12) day’s days’ interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan equal to two (2) days’ interest for each Interest Reserve Loan, together with an initial deposit for the Distribution Date in March 2013 (which initial deposit is equal to $263,727,38 in the aggregate), “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2013 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Xxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Xxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Xxxxx Fargo Bank, National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Bank of America Mxxxxxx Lxxxx Xxxxxxx Xxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums or Yield Maintenance Charges actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums and Yield Maintenance Charges actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National Association, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall may be a subaccount of the Distribution Account. Funds in the Distribution Account may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, National Association, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C10C9, Commercial Mortgage Pass-Through Certificates, Series 2013-C10C9.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xi) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 2014) and February of each year (commencing in 2014), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums or Yield Maintenance Charges actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums and Yield Maintenance Charges actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

Distribution Account and Reserve Accounts. (a) The Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii), on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution Account”), to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, Interest Reserve Account”, (iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held in trust for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wxxxx Fargo Bank, National Association, as Certificate Administrator on behalf of Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee, in trust for the benefit of the Holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15, TA Unused Fees Reserve Account”. The Distribution Account and the Reserve Accounts shall be Eligible Accounts. Funds in the Reserve Accounts shall not be invested. The Distribution Account and the Reserve Accounts shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood, however, that each Reserve Account shall be a subaccount of the Distribution Account. For the avoidance of doubt, the Distribution Account and each Reserve Account (including interest, if any, earned on the investment of funds in such accounts) shall be owned by REMIC III for federal income tax purposes. Funds in the Distribution Account and the Reserve Accounts may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator in Eligible Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date or other applicable date which will allow the Certificate Administrator to make withdrawals from the Distribution Account or applicable Reserve Account under Section 5.3(b), and any such Eligible Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in the name of “Wxxxx Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as Trustee for the Holders of the Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 20132014-C10C15, Commercial Mortgage Pass-Through Certificates, Series 20132014-C10C15.” None of the Depositor, the Mortgagors, the Special Servicer, the Master Servicer, the Custodian or the Trustee shall be liable for any loss incurred on such Eligible Investments. An amount equal to all income and gain realized from any such investment (to the extent not applied to offset losses on other investments) shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Account, as the case may be, any provision herein to the contrary notwithstanding. (b) The Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account and collected during the related Collection Period as provided in clauses (v) and (xixii) of Section 5.2(a)(I) and the P&I Advance Amount. Except with respect to the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year (other than in any leap year and commencing in 20142015) and February of each year (commencing in 20142015), shall withdraw from the Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and and/or February in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). The Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes: (i) to withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto; (ii) in the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2; (iii) to make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable; (iv) in the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and (v) to clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2. On each Master Servicer Remittance Date in March of every year commencing in March 2014 2015 (and on any other Master Servicer Remittance Date related to the final Distribution Date), the Certificate Administrator shall withdraw all amounts then in the Interest Reserve Account and deposit such amounts into the Distribution Account. (c) On each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Distribution Account and deposit in (i) the Swap Floating Rate Account for each Class of Swap Floating Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Floating Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC III Regular Interest and such Class’ Swap Floating Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement and (ii) the Swap Fixed Rate Account for each Class of Swap Fixed Rate Certificates, an aggregate amount of immediately available funds equal to such Class’ Swap Fixed Rate Percentage Interest of the Swap REMIC Available Funds for the Swap Corresponding REMIC Regular Interest and such Class’ Swap Fixed Rate Percentage Interest of any Prepayment Premiums actually collected and allocated to such Swap Corresponding REMIC III Regular Interest for such Distribution Date as specified in Sections 6.5(e) and 6.10 of this Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

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