Escrow Accounts. (a) On or before the Delivery Date, the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount. (b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds. (c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority: (i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages; (ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above; (iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan; (iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan; (v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law; (vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law; (vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively; (viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or (ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement. (d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance. (e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan J P Commercial Mortgage Finance Corp)
Escrow Accounts. The Borrower shall have deposited into (ax)(1) On or before if the Delivery Date, the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount Assessment Date (as defined in the Escrow Account REA) shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number have occurred on or prior to the date of such change. The Master Servicer shall deposit into Closing, the appropriate subaccount of the related Tax Escrow Account any (as defined in the Form Loan Agreement), the Taxes and Other Charges (as defined in the Form Loan Agreement) that the Lender, in good faith, shall estimate will be payable during the three (3) calendar month-period following the Closing Date (but in no event less than the amount that the Lender, in good faith, determines shall be necessary in order to accumulate in such Tax Escrow Payments that it receivesAccount sufficient funds to pay all Taxes and Other Charges at least fifteen (15) Business Days prior to their respective delinquency dates) or (2) if the Assessment Date shall not have occurred on or prior to the Closing Date, includingthe Tax Escrow Account (as defined in the REA)("REA Tax Account") in respect of Taxes (as defined in the REA), without limitationthe amount then required, (i) any Payment Reserveunder the REA, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on by Borrower in respect of Taxes into such account, (y) into the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for (as defined in the benefit REA)(the "REA Insurance Premium Account") in respect of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit ofinsurance premiums, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. Ifamount then required, howeverunder the REA, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit Borrower in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums into such account and ground rent, if applicable, payable (z) shall have made the deposits into the TI Brokerage Commission Subaccount and the TI Costs Subaccount required under the paragraph of Exhibit A to this Commitment entitled "Start-Up Cost Escrow Account". Venetian shall have deposited (x) into the REA Tax Account in respect thereofof Taxes (if the Assessment Date shall not have occurred on or prior to the Closing Date), the amount then required, under the REA, to be deposited by Venetian into such account and (y) into the REA Insurance Account in respect of insurance premiums, the amount then required, under the REA, to be deposited by Venetian into such account. The Master Servicer shall obtain, from time to time, all bills for the payment of Each such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts deposit must be in the related Escrow Account as allowed under relevant account at the terms time of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c)Closing.
Appears in 1 contract
Sources: Loan Agreement (Grand Canal Shops Mall Construction LLC)
Escrow Accounts. Subservicer shall take all actions necessary to ensure that each Mortgage Loan Escrow Account is maintained in an FDIC insured depository institution in accordance with Agency Requirements and Applicable Law. Subservicer shall be responsible for all matters relating to the administration of the Escrow Accounts, including without limitation: the deposit of funds to the Escrow Accounts no later than the next Business Day after receipt; the disbursement of funds to the proper parties when and if due in payment of the items for which such Escrow Accounts are established; payment of interest to Borrowers on funds deposited into such Escrow Accounts to the extent required by Applicable Law (a) On or before and Subservicer shall receive reimbursement from the Delivery DateServicer for its payment of interest to Borrowers on funds deposited into such Escrow Account in accordance with this Agreement); and maintenance of all books and records with respect to such Escrow Accounts, the Master all in accordance with Applicable Law and Agency Requirements. Servicer shall establish, have the right to all income and hereby agrees to maintain for other benefits derived from the duration of this Agreement, an Escrow AccountAccounts. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount in the Escrow Account Accounts shall be held in an institution designated by such Master Servicer, established in the name of Servicer and titled as mutually agreed by the parties for the benefit of Servicer, the Certificateholders Agency and the related Mortgagors and shall not be commingled with any other moneysBorrowers, as their interests appear. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related permit Subservicer to have access to such Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair Accounts to make deposits and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor disbursements in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds . Subservicer shall provide all statements with regard to such Escrow Accounts as required in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable compliance with Applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled including but not limited to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable AdvanceRESPA.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).
Appears in 1 contract
Sources: Mortgage Loan Subservicing Agreement (Source One Mortgage Services Corp)
Escrow Accounts. (a) On or before At the Delivery DateClosing, the Master Servicer Parent shall establishdeposit with U.S. Bank, National Association (in its capacity as escrow agent, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled together with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments successor thereto that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor is appointed in accordance with the terms of the related Mortgage Loan Documents orEscrow Agreement, the “Escrow Agent”): (i) a portion of the Cash Merger Consideration equal to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicableWorking Capital Escrow Amount and (ii) a portion of the Stock Merger Consideration equal to the amount of the Indemnification Escrow Amount, and applicable Law;
(vi) from amounts the same shall be subject to reduction on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair six-month anniversary of the related Mortgaged Property or to release Closing pursuant to the related Mortgagor Escrow Agreement (the accounts into which such amounts are deposited, the “Working Capital Escrow Account” and the “Indemnification Escrow Account,” respectively). The Working Capital Escrow Account shall be used to exclusively satisfy amounts payable to Parent, if any, pursuant to Section 2.8, and, other than as provided in Section 2.8(e)(ii), the Indemnification Escrow Account shall be used to exclusively satisfy any claims of the Parent Indemnitees for indemnification pursuant to Section 10.2(a) made from and after Closing but prior to the respective Indemnity Termination Date. Any funds or Escrow Shares in the Working Capital Escrow Account or the Indemnification Escrow Account not so used shall be distributed in accordance with the terms of the related Mortgage Loan Documents or, Escrow Agreement to the extent not expressly provided thereinMembers’ Representative, which funds or Escrow Shares shall be allocated among the Members in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, Exhibit G (as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed updated pursuant to Section 4.03(a) to the Master Servicer 2.4(f)). Except as otherwise expressly stated in this Agreement or the Special ServicerEscrow Agreement, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest Escrow Shares shall be valued at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this AgreementAverage Stock Closing Price.
(db) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, At any time and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to timetime following the Closing, the Members’ Representative may elect (on behalf of the Stockholder Members), by written notice to Parent and the Escrow Agent, to sell or otherwise dispose of all bills for or a portion of the payment of such items (including renewal premiums) and shall effect timely payment thereof Escrow Shares in the Indemnification Escrow Account in accordance with the provisions of Section 4.01(c) hereofEscrow Agreement and this Agreement, employing for with the net proceeds from any such purpose amounts sale remaining in escrow pursuant to the related Escrow Agreement. If at any time the Indemnification Escrow Account as allowed under is comprised of both cash and Escrow Shares, then the terms Members’ Representative may elect (on behalf of the related Mortgage Loan Documents orStockholder Members) to deliver either Escrow Shares (valued at the Average Stock Closing Price), if not paid from amounts on deposit cash or any combination of Escrow Shares and cash, in such Escrow Account, by making a Servicing Advance order to satisfy any Losses pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).ARTICLE X.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Sba Communications Corp)
Escrow Accounts. Subservicer shall take all actions necessary to ensure that each Mortgage Loan Escrow Account is maintained in an FDIC insured depository institution in accordance with Agency Requirements and Applicable Law. Subservicer shall be responsible for all matters relating to the administration of the Escrow Accounts, including without limitation: the deposit of funds to the Escrow Accounts no later than the next Business Day after receipt; the disbursement of funds to the proper parties when and if due in payment of the items for which such Escrow Accounts are established; payment of interest to Borrowers on funds deposited into such Escrow Accounts to the extent required by Applicable Law (a) On or before and Subservicer shall receive reimbursement from the Delivery DateServicer for its payment of interest to Borrowers on funds deposited into such Escrow Account in accordance with this Agreement); and maintenance of all books and records with respect to such Escrow Accounts, all in accordance with Applicable Law and Agency Requirements. If, on the Master Servicer shall establish, and hereby agrees to maintain for the duration effective date of this Agreement, an Subservicer obtains sufficient Agency approval to transfer, and does transfer the Escrow AccountAccounts from their current depository institution to Chase Manhattan Bank, USA, N.A., then Servicer shall have the right to all actual interest income and other benefits derived from the Escrow Accounts. The In the event that Subservicer is unable to obtain sufficient Agency approval to transfer the Escrow Account Accounts from their current depository institution to Chase Manhattan Bank, USA, N.A. as of the effective date of this Agreement, then until such transfer is able to be accomplished, Subservicer shall have the right to all actual interest income derived from the Escrow Accounts, and shall pay Servicer monthly, together with the remittance of the servicing fee to Servicer, interest on the funds maintained in such accounts at a rate equal to the 30-day LIBOR rate less one quarter of one percent. Unless transferred as noted above, the Escrow Accounts shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount maintained in the accounts that exists as of the date of execution of this Agreement (unless otherwise moved with the prior approval of Servicer). Escrow Account Accounts shall be held established in the name of Subservicer and titled as mutually agreed by such Master Servicer the parties for the benefit of Servicer, the Certificateholders Agency and the related Mortgagors and shall not be commingled with any other moneysBorrowers, as their interest appear. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related permit Subservicer to have access to such Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair Accounts to make deposits and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor disbursements in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds . Subservicer shall provide all statements with regard to such Escrow Accounts as required in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable compliance with Applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled including but not limited to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable AdvanceRESPA.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).
Appears in 1 contract
Sources: Mortgage Loan Interim Subservicing Agreement (Source One Mortgage Services Corp)
Escrow Accounts. (a) On or before the Delivery Date, the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible AccountAccount to the extent consistent with the related Mortgage Loan Documents. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the a Mortgage LoansLoan, and funds in each such subaccount in the Escrow Account shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date applicable closing date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit deposit, on the related Master Remittance Date, into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountsubaccount except to the extent such investments were made at the direction of and for the benefit of the Mortgagor under the related Mortgage Loan Documents pursuant to the second sentence of Section 4.06(b).
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself as additional servicing compensation or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Master Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Escrow Accounts. (a) On or before the Delivery Date, the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan J P Commercial Mortgage Finance Corp)
Escrow Accounts. (a) 2.1.1 On or before prior to the Delivery Issue Date, the Master Servicer Company shall establishcause to be established with the Escrow Agent one or more Dollar-denominated deposit accounts in Macau in the name of the Company, and hereby agrees to maintain for designated the duration of this Agreement, an “Escrow Account” with the account numbers set forth in Exhibit A hereto and may thereafter open further term deposit accounts with the Escrow Agent bearing the same designation (together, the “Escrow Accounts”). The Escrow Account Accounts shall be an Eligible Account. The used to hold the Note Deposit Amount as set forth in Section 2.1.2 and the Collateral Agent shall have a perfected security interest in the Escrow Account shall consist of one or more subaccountsAccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, Note Deposit Amount and funds any Other Amounts on deposit in each such subaccount in the Escrow Account shall be held by such Master Servicer account on an exclusive basis for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing holders of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior Notes pursuant to the date of such changeSecurity Document. The Master Servicer Company shall deposit into the appropriate subaccount of the related maintain such Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account Accounts until they may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, closed pursuant to the terms of the related Mortgage Loan DocumentsSecurity Document.
2.1.2 The Escrow Accounts shall be used for depositing the Note Deposit Amount on the Issue Date. The Company shall not have any rights to withdraw any amounts from the Escrow Accounts (other than to transfer funds between Escrow Accounts). In addition, or pursuant to applicable Lawas long as the funds are deposited with the Escrow Agent, any funds in an Escrow Account are required to they will be invested for by the benefit Escrow Agent, at the instruction of the related MortgagorCompany, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose in cash or Cash Equivalents. Accrued interest and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest Other Amounts earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement ReserveEscrow Accounts or such investments shall be credited to, and remain in, the Repair Escrow Accounts (or be reinvested therein) and Remediation Reserve or the Tenant Improvement can be transferred among Escrow Accounts and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds in an otherwise applied like other Escrow Account is insufficient to pay interest on balances (or such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(ainvestments) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts this Agreement. Amounts on deposit in such the Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and Accounts shall be entitled released by the Escrow Agent on the Signing Date as follows (provided that no Special Mandatory Escrow Redemption Event has occurred as described in Section 2.2 hereof):
(a) The Note Interest Amount shall be transferred to reimbursement therefore pursuant the account or accounts designated the “Note Interest Reserve Account” with the account numbers set forth in Exhibit A hereof (the distribution among Note Interest Reserve Accounts being at the direction of the Company); and
(b) The remaining funds in the Escrow Accounts, after deducting the Note Interest Amount so transferred, shall be transferred to Section 4.03(a) or Section 4.06(cthe Note Proceeds Accounts with the account numbers set forth in Exhibit A hereof (the distribution among Note Proceeds Accounts being at the direction of the Company).
Appears in 1 contract
Escrow Accounts. (a) On or before the Delivery Date, the Master each Primary Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an Escrow Account. The Escrow Account shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Related Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Master Primary Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Each Primary Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Master Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Master Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Each Primary Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Related Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the an Escrow Account are invested for the benefit of the Master related Primary Servicer, such Master Primary Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master related Primary Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master related Primary Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the related Primary Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the related Primary Servicer, the Master Servicer or the Special Servicer, to reimburse such Primary Servicer, the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) 4.05(d), 5.05 and 6.10(d)6.10, respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master related Primary Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master such Primary Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Each Primary Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Each Primary Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Each Primary Servicer shall make such Servicing Advances until a Related Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore therefor pursuant to Section 4.03(a) or Section 4.06(c). Each Primary Servicer shall, if requested by the Master Servicer based upon its reasonable evaluation of the performance by such Primary Servicer of its obligations under this clause (e), hire one or more firms approved by the Master Servicer (which approval shall not be unreasonably withheld) engaged (i) in the monitoring of the status of real estate taxes and (ii) the designation from time to time of special flood hazard areas with respect to each Mortgaged Property.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan J P Commercial Mortgage Finance Corp)
Escrow Accounts. (a) On At the Closing, Parent shall deposit, or before the Delivery Datecause to be deposited, the Master Servicer Holdback Amount with the Escrow Agent in three separate escrow accounts. The parties shall establishinstruct the Escrow Agent to invest the Holdback Amount as directed by Parent and the Securityholder Agent (by mutual agreement), provided such investments shall be limited to direct obligations of the United States of America, obligations for which the full faith and hereby agrees credit of the United States of America is pledged to maintain provide for the duration payment of this Agreementprincipal and interest, an Escrow Account. commercial paper rated A-1 or P-1 by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Rating Group, respectively, or certificates of deposit issued by a commercial bank having at least $25 billion in assets; provided, further, that the foregoing investment limitations may be modified by mutual agreement of Parent and the Securityholder Agent.
(i) The Escrow Account Cash shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount deposited in the Escrow Account Fund, which shall be held used to pay Losses, if any, incurred by such Master Servicer for Parent or the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and Surviving Corporation.
(ii) The Securityholders’ Amount shall be deposited in an account (the “Securityholders’ Fund”), which shall be used to reimburse the Securityholder Agent for out-of-pocket costs and expenses incurred in the performance of his or her duties hereunder, including fees of attorneys and accountants employed by the Securityholder Agent necessary to discharge his or her duties as Securityholder Agent on behalf of the Securityholders as set forth herein. For the avoidance of doubt, the Securityholder Agent may, at any related Insurance Proceeds time on or Condemnation Proceeds. In additionafter the second (2nd) Business Day following the date that all amounts are paid pursuant to Section 3.05(i), and in the Securityholder Agent’s sole discretion, direct the Escrow Agent to distribute funds from the Securityholders’ Fund to the Securityholders, provided that any such distribution shall be made on the basis of each Securityholder’s Pro Rata Share in the Securityholders’ Fund.
(iii) The Adjustment Reserve Amount shall be deposited in an account (the “Adjustment Reserve Fund”), which shall be used to pay Parent the Net Adjustment Amount, if such amount is negative, and promptly after all payments have been made as required by Section 3.05(i), any amounts remaining in the amounts in any subaccount of Adjustment Reserve Fund shall be paid by the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds Agent as set forth in such subaccountSection 3.04(i).
(b) Subject to the terms Each of the Mortgage Loan DocumentsEscrow Fund, the Securityholders’ Fund and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, the Adjustment Reserve Fund shall be invested by), at the risk of, held as a trust fund and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold subject to any Lien, attachment or disposed other judicial process of prior to its maturity. Ifany creditor of any Person, however, pursuant to and shall be held and disbursed solely for the purposes and in accordance with the terms hereof and of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such fundsAgreement.
(c) Withdrawals from any subaccount The interests of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes Securityholders in the following order Escrow Fund, the Securityholders’ Fund and the Adjustment Reserve Fund shall not be assignable or transferable, whether directly, indirectly or by operation of priority:
(i) law, except in the event of death of a Securityholder to recoup any amount deposited in such subaccount and not required to be deposited therein Securityholder’s estate, personal representative or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required heirs by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer will or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out laws of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) descent and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreement.
(d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereofdistribution; provided, however, that as a condition to any such transfer the Master Servicer transferee(s) shall not be required hold such interests subject to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status terms and conditions of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon this Agreement and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c)Agreement.
Appears in 1 contract
Sources: Merger Agreement (Quidel Corp /De/)
Escrow Accounts. (a) On Buyer shall place the Indemnity Deposit Amount into an escrow account (or before separate escrow accounts) (the Delivery Date"Indemnification Escrow Account") pursuant to the Escrow Agreement (as defined below). Subject to the other provisions of this Section 2.4, the Master Servicer Indemnity Deposit Amount shall establish, and hereby agrees be maintained to maintain for provide Buyer with payment of indemnification claims that may become owing by the duration Class A Unit Holders under the provisions of this Agreement. Such escrow will be established pursuant to an escrow agreement, an dated the date hereof (the "Escrow AccountAgreement") among Buyer, Sellers, Young and Comerica Securities, Inc. (the "Escrow Agent") in a form agreed to by Buyer, Sellers, Young and the Escrow Agent. The Indemnity Deposit Amount, together with the McEntire Indemnity Escrow Account Share to be delivered to the Escrow Agent ▇▇▇▇▇▇▇▇ to Section 2A.4, constitute the Indemnification Escrow Amount. On the first anniversary of the Closing and subject to the last sentence of this Section 2.4(a), any portion of the Indemnification Escrow Amount that has not been released to Buyer for the payment of such amounts as may be due under Section 9.2 and are not subject to pending indemnification claims shall be an Eligible Account. The Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect released to the Mortgage Loans, and funds Class A Unit Holders in each such subaccount their respective percent participation in the Escrow Account shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in the Indemnification Escrow Account and shall give the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, Escrow Agreement. Any portion of the Indemnification Escrow Amount that is not so released pending an indemnification claim shall be released when the claim is resolved. Anything in this Section 2.4(a) to the extent not expressly contrary notwithstanding, (i) the Tax Contingency Escrow Amount shall remain in the Indemnification Escrow Account until the later to occur of (x) the lapse of all applicable statutes of limitations for any claims relating to the Contingent Tax Liabilities or (y) the final termination of any audit relating to the Contingent Tax Liabilities if such audit shall have commenced prior to the occurrence of (x); provided thereinthat, after the first anniversary of the Closing, the Class A Unit Holders may substitute for the Tax Contingency Amount in accordance with Accepted Servicing Practices escrow an irrevocable letter of credit for the benefit of Buyer in a form reasonably satisfactory to Buyer, for a term no shorter than the term that would have applied to the escrow of such Tax Contingency Amount in the absence of such substitution and in an amount equal to the Tax Contingency Escrow Amount and (ii) the Lease Claims Amount shall remain in the Indemnification Escrow Account until the earlier to occur of (x) the receipt by Buyer of releases duly executed by the lessors under the Transferred Leases, releasing each member of the ProTrader Group, which is the lessee or Accepted Special Servicing Practicesis otherwise liable under the applicable Transferred Lease from the Lease Claims, as applicable, (y) the lapse of all applicable statutes of limitations for any claims relating to the Lease Claims or (z) the termination of all Transferred Leases and applicable Law;the receipt by Buyer of evidence (in a form reasonably satisfactory to Buyer) that all rent owed and other amounts due under the Transferred Leases have been paid in full.
(vib) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect Unless the restoration or repair purchase of the related Mortgaged Property Houston Interests is consummated at or prior to the Closing, Buyer also shall place the Houston Deposit Amount in separate subaccounts of the Indemnification Escrow Account (or in separate escrow accounts) pursuant to the Escrow Agreement. The Houston Deposit Amount, together with the McEntire Houston Escrow Share to be delivered to the Escrow Agent pu▇▇▇▇▇▇ ▇o Section 2A.4, constitute the Houston Interests Escrow Amount. The Houston Interests Escrow Amount shall be used to compensate Buyer for, or to release allow Buyer to pay on behalf of itself or the ProTrader Group, any liability relating to the related Mortgagor in accordance with subject matter of Section 5.7 and shall be maintained until the terms closing of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication purchase of any amounts otherwise reimbursed Houston Interests pursuant to Section 4.03(a5.7. Buyer, Sellers and Young agree that the Houston Interests Escrow Amount (i) does not represent an acknowledgement on the part of any Party on the amount of any potential liability to the Master Servicer Trader Group and (ii) is substantially in excess of any such potential liability. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Houston Interests Escrow Amount in order to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the Special ServicerProTrader Group, any liability relating to reimburse the Master Servicer subject matter of Section 5.7. Any portion of the Houston Interests Escrow Amount that has not been released to Buyer and is not subject to a pending claim shall be released to Sellers and Young based on their respective Pro-Rata Portion of such Escrow Amount upon the earlier to occur of (i) the consummation of the acquisition of the Houston Interests pursuant to the Tag-Along Agreement or (ii) the lapse of all applicable statutes of limitations for any claim or potential claim under Section 5.7.
(c) Buyer also shall place the Contingency Deposit Amount in separate subaccounts of the Indemnification Escrow Account (or in separate escrow accounts) pursuant to the Escrow Agreement. The Contingency Deposit Amount, together with the McEntire Contingency Escrow Share to be delivered to the Escrow Agen▇ ▇▇▇▇▇▇nt to Section 2A.4, constitute the Contingency Escrow Amount. The Contingency Escrow Amount shall be used to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the Special ServicerProTrader Group, any liability relating to the subject matter of Section 5.10. Buyer, Sellers and Young hereby agree and acknowledge that nothing in this Section 2.4(c) is or shall be deemed an admission or recognition by any Party of liability with respect to any claim or potential claim that ordermay be brought against such Party with respect to the subject matter hereof. In addition, Buyer, Sellers and Young agree that the Contingency Escrow Amount represents a substantial over-collateralization for any foreseeable liability arising out of related collections the subject matter hereof. Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to obtain up to the full amount of the Contingency Escrow Amount in order to compensate Buyer for, or to allow Buyer to pay on behalf of itself or the related Mortgage Loan ProTrader Group, any liability relating to the subject matter of Section 5.10. Any portion of the Contingency Escrow Amount not released to Buyer or subject to a pending claim shall be released to Sellers and Young based on their respective Pro-Rata Portion of such Escrow Amount upon the earliest to occur of (i) settlement of all claims arising pursuant to Section 5.10 or (ii) the lapse of all applicable statutes of limitations for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve claim or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this Agreementpotential claim under Section 5.10.
(d) To Buyer also shall place the extent Execution Escrow Amount in escrow, such escrow to be maintained until sixty (60) days after the third anniversary of the Closing Date to provide for the payment of certain minimum commission amounts that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds will be owed under the Execution Agreement. Such escrow will be established pursuant to the related Mortgagor Escrow Agreement. On a monthly basis (and for each month, in no event later than the 15th calendar day of the succeeding month), for every $1 million of Fees (as defined in the Execution Agreement) accrued under the Execution Agreement, an aggregate of $500,000 from the Execution Escrow Amount shall be released to Burch, Jamail and Overunder, to be divided among them according to t▇▇▇▇ ▇▇▇▇▇▇▇▇ve Pro-Rata Shares (as defined in the extent required by applicable Law, the Master Servicer shall, as part Execution Agreement). If Buyer or any of its servicing duties Affiliates have not received the minimum commission payments due under this Agreementthe Execution Agreement within 3 days of such amounts being due, pay such interest from its own funds as a Servicing Advance, and Buyer shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that obtain payment of all or a portion of such minimum commission payment due from the Master Servicer shall not be required to make a Nonrecoverable AdvanceExecution Escrow Amount.
(e) Buyer also shall place the Grigsby Deposit Amount in separate subaccounts of the Indemnificatio▇ ▇▇▇▇▇w Account (or in separate escrow accounts) pursuant to the Escrow Agreement. The Master Servicer Grigsby Deposit Amount, together with the McEntire Grigsby Escrow Sh▇▇▇ ▇▇ be delivered to the Escrow Agent pu▇▇▇▇▇▇ ▇o ▇▇▇▇▇▇n 2A.4 constitutes the Grigsby Escrow Amount. The Grigsby Escrow Amount shall maintain accurate records be used to co▇▇▇▇▇▇▇e Buyer for, or to a▇▇▇▇ ▇▇yer to pay on behalf of itself or the ProTrader Group, any amounts owed to Grigsby (whether under the Redemption Agreement or otherwise) in exc▇▇▇ ▇▇ the Redemption Obligation Amount (x) by any member of the ProTrader Group or (y) by Buyer as the result of the transactions contemplated by this Agreement. Buyer, Sellers and Young hereby agree and acknowledge that nothing in this Section 2.4(e) is or shall be deemed an admission or recognition by any Party of liability with respect to each related Mortgaged Property reflecting any claim or potential claim that may be brought against such Party with respect to the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) subject matter hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan Notwithstanding the preceding sentence, Buyer, Sellers and Young agree that Buyer shall be entitled to reimbursement therefore obtain up to the full amount of the Grigsby Escrow Amount in order to compensate Buyer for, or to allow ▇▇▇▇▇ ▇o pay on behalf of itself or the ProTrader Group, any liability relating to the subject matter hereof. Any portion of the Grigsby Escrow Amount not released to Buyer or subject to a pending ▇▇▇▇▇ ▇hall be released to Sellers and Young based on their respective Pro-Rata Portion of such Escrow Amount upon the earliest to occur of (i) the settlement of all claims by Grigsby against Buyer or any member of the ProTrader Group or (ii) t▇▇ ▇▇▇▇e of all applicable statutes of limitations for any claim or potential claim that could by brought by Grigsby (x) against any member of the ProTrader Group or (y) against ▇▇▇▇▇ as the result of the transactions contemplated by this Agreement. Notwithstanding any other provision herein to the contrary, the Parties agree that any amounts owed to Buyer pursuant to this Section 2.4(e) shall be offset to the extent of any amounts paid by Grigsby to ProTrader LP or any of its Affiliates pursuant to the ind▇▇▇▇▇▇▇ation provisions of the Grigsby Redemption Agreement.
(f) Anything in this Agreemen▇ ▇▇ ▇▇e contrary notwithstanding, the McEntire Indemnity Escrow Share, the McEntire Houston Escrow Share, ▇▇▇ ▇▇▇▇tire Contingency Escrow Share ▇▇▇ ▇▇▇ McEntire Grigsby Escrow Sh▇▇▇ ▇▇▇▇l be deemed to have been deposited ▇▇▇▇ ▇▇c▇▇▇ ▇▇ of the Closing to cover McEntire's share of the escrow obligations under this Section 2.4 an▇ ▇▇▇ ▇▇▇▇ow Agreement. McEntire hereby agrees to be responsible for, and to pay, his Pro-Ra▇▇ ▇▇▇▇▇on of any payments to be made pursuant to the applicable terms of this Agreement and the Escrow Agreement. In the event Buyer makes a valid claim payable under the Escrow Agreement prior to the actual deposit in escrow of the McEntire Indemnity Escrow Share, the McEntire Houston Escrow Share, ▇▇▇ ▇▇▇▇tire Contingency Escrow Share ▇▇▇ ▇▇▇ McEntire Grigsby Escrow Sh▇▇▇, ▇▇▇ntire's Pro-Rata Portion of all su▇▇ ▇▇▇▇▇s (▇▇▇ "McEntire Escrow ▇▇▇▇▇ ▇▇▇unt") will be deemed to be deducted from th▇ ▇▇▇▇▇▇able subaccount for the purposes of determining the other Sellers' respective Pro-Rata Portions and the McEntire Purchase Price shall be reduced by the McEntire Escrow Clai▇ ▇▇▇▇▇▇ or, if the Second Closing has not occur▇▇▇ ▇▇ ▇r before January 2, 2002 (or such later date as mutually agreed by Buyer and McEntire), McEntire shall promptly pay the McEntire Escrow Claim Amo▇▇▇ ▇▇ ▇uye▇.
(g) On or after the Closing Date upon three Business Days' notice to Buyer:
(i) any Class A Unit Holder may substitute an amount in cash for such Class A Unit Holder's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow pursuant to Section 4.03(a2.4(a) (or any portion thereof) equal to such Seller's Pro-Rata Portion of $38,478,625.75 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement;
(ii) any Seller or Young may substitute an amount in cash for such Person's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(b) (or any portion thereof) equal to such Person's Pro-Rata Portion of $9,999,984.07 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement; and
(iii) any Seller or Young may substitute an amount in cash for such Person's Pro-Rata Portion of the shares of Instinet Common Stock then held in escrow pursuant to Section 2.4(e) (or any portion thereof) equal to such Person's Pro-Rata Portion of $381,035.89 less amounts previously paid out pursuant to the indemnification provisions of this Agreement and the Escrow Agreement;
(iv) in the event that all of the Instinet Common Stock held in escrow pursuant to Sections 2.4(a), 2.4(b) or 2.4(e) has been substituted with cash pursuant to this Section 4.06(c2.4(g), any Class A Unit Holder, with respect to Section 2.4(a), or any Seller or Young, with respect to Sections 2.4(b) or 2.4(e), may withdraw such Person's Pro-Rata Portion of any amount then held in such escrow in excess of $50,000,000, with respect to Section 2.4(a), $10,000,000, with respect to Sections 2.4(b) and $381,035.89, with respect to Section 2.4(e).
Appears in 1 contract
Escrow Accounts. The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow/Impound Funds separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts (a) On or before the Delivery Datecollectively, the Master Servicer shall establish, and hereby agrees to maintain for the duration of this Agreement, an “Escrow Account”), titled “Greenpoint Mortgage Funding, Inc., in trust for ▇.▇. ▇▇▇▇▇▇ Mortgage Acquisition Corp., as Purchaser of Mortgage Loans and various Borrowers.” The Escrow Account shall be an Eligible Account. The Escrow Account shall consist creation of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held evidenced by such Master Servicer a certificate delivered by the Seller (the “Escrow Account Certification”) in the form of Exhibit 2. Seller shall be responsible for all matters relating to the benefit administration of the Certificateholders and Escrow Accounts, including without limitation:
(a) the related Mortgagors and shall not be commingled with any other moneys. The Master Servicer shall, within five (5) Business Days deposit of the establishment thereof, notify the Trustee and the Special Servicer in writing of the location and account number of each subaccount in following funds to the Escrow Account and shall give Accounts no later than the Trustee and the Special Servicer written notice of any change of such location or account number on or prior to the date of such change. The Master Servicer shall deposit into the appropriate subaccount of the related Escrow Account any Escrow Payments that it receives, including, without limitation, next Business Day after receipt: (i) all Escrow/Impound Funds collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve such items as required to be deposited therein on under the Applicable Closing Date and as terms of each Due Date for a Mortgage Loan this Agreement and (ii) all amounts representing proceeds of any related Insurance Proceeds hazard insurance policy which are to be applied to the restoration or Condemnation Proceeds. In addition, if the amounts in repair of any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccountMortgaged Property.
(b) Subject Withdrawals from the Escrow Account, which shall be made by the Seller only (a) to effect timely payments of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow/Impound Funds for the terms related Mortgage, (b) to reimburse the Seller for any Advance made by Seller with respect to a related Mortgage Loan, (c) to refund to any Borrower any funds found to be in excess of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if amounts required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to under the terms of the related Mortgage Loan DocumentsLoan, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested (d) for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (transfer to the extent amounts have been escrowed for such purpose and to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order Custodial Account upon default of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein a Borrower or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents orand if permitted by applicable law, (e) for application to restore or repair of the Mortgaged Property, (f) to pay to the Borrower, to the extent required by law, any interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, required to effect the restoration or repair of the related Mortgaged Property or to release be paid to the related Mortgagor in accordance with Borrower), (h) to the extent permitted under the terms of the related Mortgage Loan Documents orNote and applicable law, to pay late fees with respect to any Monthly Payment which is received after the extent not expressly provided thereinapplicable grace period, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices(i) to withdraw suspense payments that are deposited into the Escrow Account, as applicable, and applicable Law;
(viij) without duplication of to withdraw any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto inadvertently deposited in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve Escrow Account or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ixk) to clear and terminate such subaccount on payment in full of the related Mortgage or Escrow Account upon the termination of this Agreement.
(dc) To the extent that payment of interest earned to Borrowers on funds in an deposited into such Escrow Account is insufficient to pay interest on such funds to the related Mortgagor Accounts to the extent required by applicable Applicable Law; and
(d) maintenance of all books and records with respect to such Escrow Accounts, all in accordance with Applicable Law and Customary Servicing Procedures. Seller shall provide all statements with regard to such Escrow Accounts as required in compliance with Applicable Law, the Master Servicer shall, as including but not limited to RESPA. As part of its servicing duties under this Agreementduties, the Seller shall pay such to the Borrowers interest from its own on funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, to the extent required by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c)law.
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Sources: Interim Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S1)
Escrow Accounts. (a) On or before the Delivery Closing Date, Computone shall or shall cause its transfer agent to deposit with the Master Servicer shall establish, Escrow Agent (i) the Escrow Shares in the Stock Escrow Account and hereby agrees to maintain for (ii) the duration of this Agreement, an Escrow Cash in the Cash Escrow Account. The Escrow Account Shares allocable to a Shareholder shall be an Eligible Accountdelivered by Computone or Computone's transfer agent to the Escrow Agent in the form of duly authorized stock certificates issued in the respective names of each Shareholder as set forth on Exhibit A hereto, together with endorsed stock powers. The Stock Escrow Account and the Cash Escrow Account shall consist of one or more subaccounts, each of which shall relate solely to collections with respect to the Mortgage Loans, and funds in each such subaccount in the Escrow Account shall be held by such Master Servicer for the benefit of the Certificateholders and the related Mortgagors as a trust fund and shall not be commingled with subject to any lien, attachment, trustee process or any other moneysjudicial process of any creditor of any party hereto. The Master Servicer shall, within five (5) Business Days Escrow Agent agrees to accept delivery of the establishment thereofEscrow Shares and to hold the Escrow Shares in the Stock Escrow Account, notify the Trustee and the Special Servicer in writing Escrow Agent agrees to accept delivery of the location Escrow Cash and account number of each subaccount to hold the Escrow Cash in the Cash Escrow Account, in each case subject to the terms and conditions of this Agreement. Pending the disposition of the Escrow Cash and any cash from time to time in the Stock Escrow Account and shall give (collectively, the Trustee and "Funds") by the Special Servicer written notice Escrow Agent pursuant to this Agreement, the Escrow Agent agrees to invest the Funds in short-term obligations of any change the United States Government or overnight repurchase agreements. All interest earned on the investment of such location or account number on or prior to Funds pursuant hereto shall be reinvested by the date of such change. The Master Servicer shall deposit into the appropriate subaccount Escrow Agent in short-term obligations of the related Escrow Account any Escrow Payments that it receives, including, without limitation, United States Government or overnight repurchase agreements until the termination of this Agreement at which time such interest shall be paid to (i) any Payment Reserve, Repair and Remediation Reserve, Replacement Reserve or Tenant Improvement and Leasing Commissions Reserve required the Shareholders to be deposited therein on the Applicable Closing Date and as of each Due Date for a Mortgage Loan extent the interest is attributable to Funds that are disbursed pursuant to this Agreement to the Shareholders and (ii) any related Insurance Proceeds or Condemnation Proceeds. In addition, if the amounts in any subaccount of the Escrow Account are invested for the benefit of the Master Servicer, such Master Servicer shall deposit into such subaccount out of its own funds an amount representing net losses realized on Permitted Investments with respect to funds in such subaccount.
(b) Subject to the terms of the Mortgage Loan Documents, and to applicable Law, any funds in any subaccount of an Escrow Account may be invested by (or, if required by such Mortgage Loan Documents or applicable Law, shall be invested by), at the risk of, and for the benefit of, the Master Servicer in Permitted Investments and any such Permitted Investment shall not be sold or disposed of prior to its maturity. If, however, pursuant to the terms of the related Mortgage Loan Documents, or pursuant to applicable Law, any funds in an Escrow Account are required to be invested for the benefit of the related Mortgagor, the Master Servicer shall so invest such funds.
(c) Withdrawals from any subaccount of an Escrow Account may be made (Indemnified Persons to the extent amounts have been escrowed for such purpose and the interest is attributable to the extent permitted by the related Mortgage Loan Documents) only for the following purposes in the following order of priority:
(i) to recoup any amount deposited in such subaccount and not required to be deposited therein or to refund to the related Mortgagor any sums determined to be overages;
(ii) to pay interest earned on such account, if any, to itself or to the related Mortgagor as required by subsection (b) above;
(iii) from amounts on deposit in such subaccount representing the Payment Reserve for a Mortgage Loan, to effect (by means of deposit to the Collection Account pursuant to Section 4.02(c) hereof) the timely payment of principal or interest on such Mortgage Loan;
(iv) to effect the timely payment of taxes, assessments, insurance and other basic carrying costs in connection with the related Mortgage Loan;
(v) from amounts on deposit in such subaccount representing Insurance Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vi) from amounts on deposit in such subaccount representing Condemnation Proceeds for a Mortgage Loan, to effect the restoration or repair of the related Mortgaged Property or to release to the related Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law;
(vii) without duplication of any amounts otherwise reimbursed pursuant to Section 4.03(a) to the Master Servicer or the Special Servicer, to reimburse the Master Servicer or the Special Servicer, in Funds that order, out of related collections on the related Mortgage Loan for any Servicing Advances made by such Servicer are disbursed pursuant to this Agreement together with interest at the Advance Rate pursuant to Sections 4.05(c) and 6.10(d), respectively;
(viii) upon satisfaction of the conditions relating thereto in the related Mortgage Loan Documents, to disburse to the related Mortgagor any amounts in the Replacement Reserve, the Repair and Remediation Reserve or the Tenant Improvement and Leasing Commissions Reserve required to be so disbursed; or
(ix) to clear and terminate such subaccount on payment in full of the related Mortgage or upon termination of this AgreementIndemnified Persons.
(d) To the extent that interest earned on funds in an Escrow Account is insufficient to pay interest on such funds to the related Mortgagor to the extent required by applicable Law, the Master Servicer shall, as part of its servicing duties under this Agreement, pay such interest from its own funds as a Servicing Advance, and shall be entitled to reimbursement therefor pursuant to Section 4.03(a) hereof; provided, however, that the Master Servicer shall not be required to make a Nonrecoverable Advance.
(e) The Master Servicer shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments, insurance premiums and other similar items that are or may become a lien thereon and the status of insurance premiums and ground rent, if applicable, payable in respect thereof. The Master Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums) and shall effect timely payment thereof in accordance with the provisions of Section 4.01(c) hereof, employing for such purpose amounts in the related Escrow Account as allowed under the terms of the related Mortgage Loan Documents or, if not paid from amounts on deposit in such Escrow Account, by making a Servicing Advance pursuant to Section 4.01(c) hereof. The Master Servicer shall make such Servicing Advances until a Mortgage Loan becomes a Specially Serviced Mortgage Loan and shall be entitled to reimbursement therefore pursuant to Section 4.03(a) or Section 4.06(c).
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