Common use of Permitted Withdrawals from the Collection Account Clause in Contracts

Permitted Withdrawals from the Collection Account. The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit to the Trustee, for deposit in the Distribution Account, the amounts required to be deposited in the Distribution Account pursuant to Section 4.5; (ii) to pay or reimburse the Fiscal Agent, the Trustee or the Master Servicer, in that order of priority for Advances; provided, however, the right of the Master Servicer, the Trustee or the Fiscal Agent to reimburse itself pursuant to this clause (ii) being limited to either (x) any collections on or in respect of the particular Mortgage Loan or REO Property respecting which each such Advance was made, or (y) any other amounts in the Collection Account in the event that such Advances have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan or REO Property after a Final Recovery Determination; (iii) to pay to the Fiscal Agent, the Trustee or the Master Servicer, in that order of priority, the Advance Interest Amount first out of Default Interest and late payment charges actually collected in respect of the related Mortgage Loan and, to the extent such amounts are insufficient, in connection with or at any time following the reimbursement of such Advance from any other amounts in the Collection Account; (iv) to pay on or before each Remittance Date to the Master Servicer, Special Servicer and Trustee, as applicable, as compensation, the unpaid Master Servicing Fee, Special Servicing Fee, and Trustee Fee, respectively (in the case of the Master Servicer, reduced up to the amount of any Prepayment Interest Shortfalls with respect to such Distribution Date, in accordance with Section 3.25), to be paid, in the case of the Master Servicing Fee, from interest received or advanced on the related Mortgage Loans, and to pay to the Master Servicer or the Special Servicer, as applicable, any other amounts constituting Servicing Compensation; (v) to pay on or before each Distribution Date to the Depositor, the applicable Seller or the purchaser of any Specially Serviced Mortgage Loan or REO Property, as the case may be, with respect to each Mortgage Loan, Deleted Mortgage Loan or REO Property that has previously been repurchased, replaced or purchased by it pursuant to Section 2.3, Section 3.18 or Section 9.1, all amounts received thereon during the related Collection Period and subsequent to the effective date of such purchase or repurchase. (vi) to the extent not reimbursed or paid pursuant to any other clause of this Section 3.6, to reimburse or pay the Master Servicer, the Special Servicer, the Trustee, the Depositor and/or the Fiscal Agent for unpaid items incurred by or on behalf of such Person pursuant to Section 3.7(c), Section 3.10, Section 3.17(a), (b) and (c), Section 3.18(a), 6.3, 7.4, 8.5(d), 9.1 or Section 11.7, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent reimbursable under such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; (vii) to deposit in one or more separate, non-interest bearing accounts any amount reasonably determined by the Trustee to be necessary to pay any applicable federal, state or local taxes imposed on REMIC I, REMIC II and REMIC III under the circumstances and to the extent described in Section 10.3; (viii) to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; and (ix) to clear and terminate the Collection Account pursuant to Section 9. 1. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account pursuant to subclauses (ii) - (viii) above. The Master Servicer shall pay to the Trustee, the Fiscal Agent or the Special Servicer from the Collection Account (to the extent permitted by clauses (i)-(viii) above) amounts permitted to be paid to the Trustee, the Fiscal Agent or the Special Servicer therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, an officer of the Fiscal Agent or a Servicing Officer of the Special Servicer, as applicable, describing the item and amount to which the Trustee, the Fiscal Agent or the Special Servicer is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. The Trustee, the Fiscal Agent, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of unpaid or unreimbursed Trustee Fees, Servicing Compensation, Advances (subject to the limitation set forth in Section 3.6(ii)) and their respective expenses (including Advance Interest Amounts) hereunder to the extent such expenses, fees, compensation and Advances are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee in accordance with Section 3.6(i). If, as of 3:00 p.m., New York City time, on any Remittance Date or on such other date as any amount referred to in Section 3.6(i) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the amounts required to be deposited therein pursuant to Section 3.6(i), then the Trustee shall, to the extent that a Responsible Officer of the Trustee has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (816) 435- 5000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day.

Permitted Withdrawals from the Collection Account. The Master Servicer may make withdrawals from time to time withdraw funds from the Collection Account only as described below (for the order set forth below not constituting an order of priority for such withdrawals):following purposes: (i) to remit pay to the TrusteeTrustee the annual Trustee Fee, on the Distribution Date in April of each year and to pay to the Program Administrator the Program Administration Fee on each Distribution Date; (ii) to the extent not previously retained, to reimburse itself for reasonable expenses and any indemnities to which it is owed pursuant to Section 3A.07 hereof, and earnings on or investment income with respect to funds in or credited to the Collection Account as master servicing compensation; (iii) to the extent not previously retained by the Master Servicer, to reimburse the Master Servicer (A) for unreimbursed Advances made by it, such right of reimbursement pursuant to this subclause (ii) being limited to amounts received on any Mortgage Loan in respect of which any such Advance was made and (B) for any Nonrecoverable Advance; (iv) to the extent not previously retained by the Servicer, to pay to the Servicer the servicing compensation to which it is entitled pursuant to Section 5.01; (v) reserved; (vi) to withdraw and return to the Servicer or itself, as applicable, any amount deposited in the Collection Account and not required to be deposited therein, including any amounts owed to the Servicer as part of the Servicing Fee, in accordance with the terms hereunder; (vii) on or prior to each Deposit Date, to withdraw an amount equal to the amount then on deposit in the Collection Account with respect to the related Distribution Date (minus any withdrawals permitted to be made by the Master Servicer pursuant to this Section 3A.13) and remit such amount to the Securities Administrator for deposit in the Distribution Account, the amounts required to be deposited in the Distribution Account pursuant to Section 4.5; (ii) to pay or reimburse the Fiscal Agent, the Trustee or the Master Servicer, in that order of priority for Advances; provided, however, the right of the Master Servicer, the Trustee or the Fiscal Agent to reimburse itself pursuant to this clause (ii) being limited to either (x) any collections on or in respect of the particular Mortgage Loan or REO Property respecting which each such Advance was made, or (y) any other amounts in the Collection Account in the event that such Advances have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan or REO Property after a Final Recovery Determination; (iii) to pay to the Fiscal Agent, the Trustee or the Master Servicer, in that order of priority, the Advance Interest Amount first out of Default Interest and late payment charges actually collected in respect of the related Mortgage Loan and, to the extent such amounts are insufficient, in connection with or at any time following the reimbursement of such Advance from any other amounts in the Collection Account; (iv) to pay on or before each Remittance Date to the Master Servicer, Special Servicer and Trustee, as applicable, as compensation, the unpaid Master Servicing Fee, Special Servicing Fee, and Trustee Fee, respectively (in the case of the Master Servicer, reduced up to the amount of any Prepayment Interest Shortfalls with respect to such Distribution Date, in accordance with Section 3.25), to be paid, in the case of the Master Servicing Fee, from interest received or advanced on the related Mortgage Loans, and to pay to the Master Servicer or the Special Servicer, as applicable, any other amounts constituting Servicing Compensation; (v) to pay on or before each Distribution Date to the Depositor, the applicable Seller or the purchaser of any Specially Serviced Mortgage Loan or REO Property, as the case may be, with respect to each Mortgage Loan, Deleted Mortgage Loan or REO Property that has previously been repurchased, replaced or purchased by it pursuant to Section 2.3, Section 3.18 or Section 9.1, all amounts received thereon during the related Collection Period and subsequent to the effective date of such purchase or repurchase. (vi) to the extent not reimbursed or paid pursuant to any other clause of this Section 3.6, to reimburse or pay the Master Servicer, the Special Servicer, the Trustee, the Depositor and/or the Fiscal Agent for unpaid items incurred by or on behalf of such Person pursuant to Section 3.7(c), Section 3.10, Section 3.17(a), (b) and (c), Section 3.18(a), 6.3, 7.4, 8.5(d), 9.1 or Section 11.7, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent reimbursable under such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; (vii) to deposit in one or more separate, non-interest bearing accounts any amount reasonably determined by the Trustee to be necessary to pay any applicable federal, state or local taxes imposed on REMIC I, REMIC II and REMIC III under the circumstances and to the extent described in Section 10.3; (viii) to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; and (ixviii) to clear and terminate the Collection Account pursuant to Section 9. 1. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account pursuant to subclauses (ii) - (viii) above. The Master Servicer shall pay to the Trustee, the Fiscal Agent or the Special Servicer from the Collection Account (to the extent permitted by clauses (i)-(viii) above) amounts permitted to be paid to the Trustee, the Fiscal Agent or the Special Servicer therefrom, promptly upon receipt of a certificate of a Responsible Officer termination of the Trustee, an officer of the Fiscal Agent or a Servicing Officer of the Special Servicer, as applicable, describing the item and amount to which the Trustee, the Fiscal Agent or the Special Servicer is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. The Trustee, the Fiscal Agent, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of unpaid or unreimbursed Trustee Fees, Servicing Compensation, Advances (subject to the limitation set forth in Section 3.6(ii)) and their respective expenses (including Advance Interest Amounts) hereunder to the extent such expenses, fees, compensation and Advances are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. The Trustee shall, upon receipt, deposit in the Distribution Account any and all amounts received by the Trustee in accordance with Section 3.6(i). If, as of 3:00 p.m., New York City time, on any Remittance Date or on such other date as any amount referred to in Section 3.6(i) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account the amounts required to be deposited therein pursuant to Section 3.6(i), then the Trustee shall, to the extent that a Responsible Officer of the Trustee has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy no. (000) 000-0000 (or such alternative number provided by the Master Servicer to the Trustee in writing) and by telephone at telephone no. (816) 435- 5000 (or such alternative number provided by the Master Servicer to the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day.

Permitted Withdrawals from the Collection Account. and Grantor Trust Collection Account. -------------------------------- (a) The Master Servicer may make withdrawals from the Collection Account (and the Grantor Trust Collection Account, with respect to Deferred Interest) only as described below (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit the applicable amounts to the Trustee, for deposit in the Distribution Account, the amounts required to be deposited in Grantor Trust Distribution Account and the Distribution Excess Liquidation Proceeds Account pursuant to Section 4.5, Section 3.5(d) and Section 3.5(f), respectively; (ii) to pay or reimburse the Fiscal Agent, the Trustee Trustee, the Master Servicer or the Master Special Servicer, in that order of priority for Advances; provided, however, the right of the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent to reimburse itself reimbursement pursuant to this clause (ii) being limited to either (x) any collections on or in respect of the particular Mortgage Loan or REO Property respecting which each such Advance was made, or (y) any other amounts in the Collection Account in the event that such Advances have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan or REO Property after a Final Recovery Determination; (iii) to pay to the Fiscal Agent, the Trustee Trustee, the Master Servicer or the Master Special Servicer, in that order of priority, the any then outstanding Advance Interest Amount first out of Default Interest and late payment charges actually collected during such Collection Period in respect of the related Mortgage Loan and, to the extent such amounts are insufficient, in connection with or at any time following the reimbursement of such Advance from any other amounts in the Collection Account; (iv) to pay on or before each Remittance Date to the Master Servicer, Special Servicer and Trustee, as applicable, as compensation, the unpaid Master Servicing Servicer Fee, Special Servicing Servicer Fee, Standby Special Servicer Fee and Trustee Fee, respectively (in the case of the Master Servicer, reduced up to the amount of any Prepayment Prepayment/Balloon Payment Interest Shortfalls with respect to such Distribution Date, in accordance with Section 3.25), to be paid, in the case of the Master Servicing Servicer Fee, from interest received or advanced on the related Mortgage Loans, and to pay to the Master Servicer or the Special Servicer, as applicable, any other amounts constituting Servicing Compensation; (v) to pay on or before each Distribution Date to the Depositor, the applicable Seller or the purchaser of any Specially Serviced Mortgage Loan or REO Property, as the case may be, with respect to each Mortgage Loan, Deleted Mortgage Loan or REO Property that has previously been repurchased, replaced or purchased by it pursuant to Section 2.3, Section 3.18 or Section 9.1, all amounts received thereon during the related Collection Period and subsequent to the effective date of such purchase or repurchase. (vi) to the extent reimbursement or payment is not reimbursed or paid provided for pursuant to any other clause of this Section 3.63.6(a), to reimburse or pay the Master Servicer, the Special Servicer, the Trustee, the Depositor and/or the Fiscal Agent for unpaid items incurred by or on behalf of such Person pursuant to to, as applicable, Section 3.7(c), Section 3.106.3, Section 3.17(a), (b) and (c)7.4, Section 3.18(a), 6.3, 7.4, 8.5(d), 9.1 ) or Section 11.7, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent reimbursable under such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; (vii) to deposit in one or more separate, non-interest bearing accounts any amount reasonably determined by the Trustee to be necessary to pay any applicable federal, state or local taxes imposed on REMIC I, REMIC II and REMIC III or the Grantor Trust under the circumstances and to the extent described in Section 10.310.3 and Section 10.5, respectively; (viii) to withdraw any amount deposited into the Collection Account and the Grantor Trust Collection Account that was not required to be deposited therein; and (ix) to clear and terminate the Collection Account and the Grantor Trust Collection Account pursuant to Section 9. 1. The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account or Grantor Trust Collection Account pursuant to subclauses (ii) - (viii) above. . (b) The Master Servicer shall pay to the Trustee, the Fiscal Agent or the Special Servicer from the Collection Account (to the extent permitted by clauses (i)-(viii) above) amounts permitted to be paid to the Trustee, the Fiscal Agent or the Special Servicer therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, an officer of the Fiscal Agent or a Servicing Officer of the Special Servicer, as applicable, describing the item and amount to which the Trustee, the Fiscal Agent or the Special Servicer is entitled. The foregoing sentence does not apply to the payment of the Trustee Fee. The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. . (c) The Trustee shall, from time to time, make withdrawals from the Distribution Account for each of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to make distributions to Certificateholders on each Distribution Date pursuant to Article IV; (ii) to transfer Interest Reserve Amounts to the Interest Reserve Account pursuant to Section 3.29; (iii) to pay itself or any of its directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 3.6(a), including the Trustee's Fee, but only to the extent not previously paid by the Master Servicer pursuant to Section 3.6(b); (iv) to withdraw any amount deposited into the Distribution Account that was not required to be deposited therein; and (v) to clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 9.1. (d) The Trustee, the Fiscal Agent, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of unpaid or unreimbursed Trustee Fees, Servicing CompensationCompensation (subject to the limitation set forth in Section 3.6(a)(iv) for Master Servicer Fees), Advances (subject to the limitation set forth in Section 3.6(ii3.6(a)(ii)) and their respective expenses (including Advance Interest Amounts) hereunder to the extent such expenses, fees, compensation and Advances are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. . (e) The Trustee shall, upon receipt, deposit in the Distribution Account, the Grantor Trust Distribution Account or the Excess Liquidation Proceeds Account, as applicable, any and all amounts received by the Trustee in accordance with Section 3.6(i3.6(a)(i). If, as of 3:00 p.m., New York City time, on any Remittance Date or on such other date as any amount referred to in Section 3.6(i3.6(a)(i) is required to be delivered hereunder, the Master Servicer shall not have delivered to the Trustee for deposit in the Distribution Account, the Grantor Trust Distribution Account or the Excess Liquidation Proceeds Account the amounts required to be deposited therein pursuant to Section 3.6(i3.6(a)(i), then the Trustee shall, to the extent that a Responsible Officer of the Trustee has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy no. (000816) 000435-0000 2326 (or such alternative number provided by the Master Servicer to Mastex Xxxxxxxx xo the Trustee in writing) and by telephone at telephone no. (816) 435- 435-5000 (or such alternative number provided by the Master Servicer to Xxxxxxxx xx the Trustee in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day.