Master Servicer No. 2's obligation to make Advances; and (4) the adequacy of Master Servicer No. 2's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction. Without limiting the foregoing, subject to Section 3.21, (1) Master Servicer No. 1 shall be obligated to service and administer all Group A Mortgage Loans (other than any Non-Serviced Mortgage Loan) which, in each case, do not constitute Specially Serviced Mortgage Loans, (2) Master Servicer No. 2 shall be obligated to service and administer all Group B Mortgage Loans which, in each case, do not constitute Specially Serviced Mortgage Loans, (3) Master Servicer No. 3 shall be obligated to service and administer all Group C Mortgage Loans (other than any Non-Serviced Mortgage Loan) which, in each case, do not constitute Specially Serviced Mortgage Loans and (4) the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties (except with respect to the Bank of America Plaza Mortgaged Property and the Tysons Galleria Mortgaged Property); provided, that the applicable Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided further, however, that the applicable Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the applicable Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Neither Master Servicer will have any responsibility for the performance by the Special Servicer of its duties under this Agreement or the performance by the other Master Servicer of its duties under this Agreement. Each Mortgage...
Master Servicer No. 1 agrees that it shall pay the annual surveillance fees of Moody's, Fitch and S&P.
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Countrywide and Eurohypo Trust Mortgage Loans (and any related Serviced Non-Trust Loans) and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to the remaining Trust Mortgage Loans (and any related Serviced Non-Trust Loans), and any REO Properties related to, and any successor REO Loans in respect of, the foregoing mortgage loans. Notwithstanding the foregoing, it is acknowledged and agreed that the duties of the applicable Master Servicer with respect to an Outside Serviced Trust Mortgage Loan will be limited to those expressly set forth herein and that most material servicing functions with respect thereto will be governed by the related Outside Servicing Agreement.
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Citigroup Trust Mortgage Loans, the Ala Moana Portfolio Trust Mortgage Loans and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to all of the other Serviced Mortgage Loans, any successor REO Mortgage Loans with respect thereto and any related REO Properties.
Master Servicer No. 2 shall establish and maintain, or cause to be established and maintained, one or more separate accounts for each A/B Loan Combination (collectively, as to each A/B Loan Combination, the related "A/B Custodial Account"), held on behalf of the Certificateholders and the related B-Noteholder(s). Each A/B Custodial Account shall be an Eligible Account and shall be maintained as a segregated account, separate and apart from the trust funds created for mortgage pass-through certificates of other series and the other accounts of Master Servicer No. 2; provided that, subject to Section 3.04(g), any A/B Custodial Account may be a sub-account of Master Servicer No. 2's Collection Account. Subject to the related Co-Lender Agreement, Master Servicer No. 2 shall deposit or cause to be deposited in the A/B Custodial Account with respect to any A/B Loan Combination, within one (1) Business Day of receipt of available funds, the following payments and collections received subsequent to the Cut-off Date (other than in respect of principal and interest on such A/B Loan Combination due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the applicable Mortgage Loan Seller or the related B-Noteholder(s), as the case may be, with negotiable instruments endorsed as necessary and appropriate without recourse, and other than amounts received from Mortgagors which are to be used to purchase defeasance collateral with respect 118 to such A/B Loan Combination), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:
Master Servicer No. 2 shall, as and when required by any related Co-Lender Agreement (or, in the absence of any express provisions therein regarding timing, on or before 1:30 PM (New York City time) on each P&I Advance Date) remit to the Trust and the related B-Noteholder(s) such amounts as are distributable in respect of any A-Note Trust Mortgage Loan (or any successor REO Trust Mortgage Loan with respect thereto) and the related B-Note Non-Trust Mortgage Loan(s) (or any successor REO B-Note Non-Trust Mortgage Loan(s) with respect thereto), respectively, pursuant to the related Co-Lender Agreement, such remittances to the Trust to be made to Master Servicer No. 2's Collection Account and such remittances to each related B-Noteholder to be made to the account designated by such B-Noteholder pursuant to the related Co-Lender Agreement. Late remittances to a B-Noteholder may be accompanied by interest thereon only as and to the extent required under the related Co-Lender Agreement.
Master Servicer No. 2 shall pay to the Special Servicer, the Certificate Administrator, the Trustee or any Fiscal Agent on each P&I Advance Date from an A/B Custodial Account amounts permitted to be paid pursuant to the related Co-Lender Agreement to the Special Servicer, the Trustee or such Fiscal Agent therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee, the Certificate Administrator or such Fiscal Agent describing the item and amount to which the Special Servicer, the Trustee, the Certificate Administrator or such Fiscal Agent, as the case may be, is entitled. Master Servicer No. 2 may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting with respect to any A/B Loan Combination or any A/B REO Property, on a loan-by-loan and property-by-property basis, for the purpose of substantiating any request for withdrawal from the related A/B Custodial Account. The Trustee and any Fiscal Agent shall similarly keep and maintain separate accounting with respect to any A/B Loan Combination or any related A/B REO Property, on a loan-by-loan and property-by-property basis, for the purpose of substantiating any request for withdrawal from the related A/B Custodial Account for reimbursements of Advances or interest thereon. If and to the fullest extent that it is permitted to do so pursuant to an Co-Lender Agreement, Master Servicer No. 2 shall, consistent with the Servicing Standard, seek payment from (or out of amounts otherwise payable to) the related B-Noteholder(s) to cover (or to reimburse the Trust for the payment of) any cost or expense, including the reimbursement of Advances and the payment of interest thereon, with respect to an A/B Loan Combination or any related A/B REO Property that was not (but, subject to available funds, would have been permitted to be) paid out of amounts otherwise payable to such B-Noteholder(s).
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the Citigroup Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans) and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to the GSMC Trust Mortgage Loans (and any related Serviced Non-Trust Mortgage Loans), and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans.
Master Servicer No. 1 shall be the applicable Master Servicer with respect to the GACC Trust Mortgage Loans, any related Serviced Non-Trust Mortgage Loans, the ACS Trust Mortgage Loans, the Ala Moana Portfolio Trust Mortgage Loan and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No. 2 shall be the applicable Master Servicer with respect to the Citigroup Trust Mortgage Loans, the PNC Trust Mortgage Loans, any related Serviced Non-Trust Mortgage Loans and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans. Master Servicer No. 3 shall be the applicable Master Servicer with respect to the RBC Trust Mortgage Loans, the LaSalle Trust Mortgage Loans (other than the Ala Moana Portfolio Trust Mortgage Loan), any related Serviced Non-Trust Mortgage Loans and any REO Properties related to, and any successor REO Mortgage Loans in respect of, the foregoing mortgage loans.
Master Servicer No. 1 shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not apply any funds with respect to a Mortgage Loan (other than an Outside Serviced Loan Combination) (whether arising in the form of a holdback, earnout reserve, cash trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Mortgage Loan prior to an event of default or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Mortgage Loan.
