Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement): (a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, respectively, at the Net Note A Rate; (b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate; (c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance have been reduced to zero; (d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement; (e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate; (f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower; (g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero; (h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (i) ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower; (j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate; (k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance; (l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder; (m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and (n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(m), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 3 contracts
Sources: Intercreditor Agreement (Benchmark 2021-B27 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B26 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B25 Mortgage Trust)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 Holder A-21 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance have been reduced to zero;
(dc) fourththird, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid or incurred by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder, Note A-8 Holder, Note A-9 Holder, Note A-10 Holder, Note A-11 Holder, Note A-12 Holder, Note A-13 Holder, Note A-14 Holder, Note A-15 Holder, Note A-16 Holder, Note A-17 Holder, Note A-18 Holder, Note A-19 Holder, Note A-20 Holder and the Note A-5 A-21 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid paid, incurred or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-21 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-21 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇A-1, Note A-4 A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15, Note A-16, Note A-17, Note A-18, Note A-19, Note A-20 and Note A-5 A-21 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(h) eighth, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(i) ninth, to the Note B Holder Holder, in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder Holder, in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and Balance, the Note A-5 Principal Balance;, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A- 18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-21 Principal Balance; and
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(k), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-21 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.amount
Appears in 3 contracts
Sources: Agreement Between Noteholders (Bank5 2024-5yr10), Agreement Between Noteholders (Benchmark 2024-V10 Mortgage Trust), Agreement Between Noteholders (Bank5 2024-5yr9)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, Holder and the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, Holder and the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance have been reduced to zero;
(d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Note A-2 Holder, the Holder and Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇A-1, Note A-4 A-2 and Note A-5 A-3 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance) in an aggregate amount up to the reduction, if any, of based on the Note A-1 Principal BalanceBalance , the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(i) ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, Balance and the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance;; and
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(k), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, A-3 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder Note Holder by the amount necessary to pay additional trust fund expenses (including other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 3 contracts
Sources: Agreement Between Noteholders (GS Mortgage Securities Trust 2019-Gc42), Agreement Between Noteholders (GS Mortgage Securities Trust 2019-Gc40), Agreement Between Noteholders (GS Mortgage Securities Trust 2019-Gc40)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance have been reduced to zero;
(d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount up to the reduction, if any, of based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(i) ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance;; and
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(k), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder Note Holder by the amount necessary to pay additional trust fund expenses (including other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related or Note A Holder and (y) following the Securitization of such A NoteB Holder, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 3 contracts
Sources: Agreement Between Noteholders (CF 2019-Cf3 Mortgage Trust), Agreement Between Noteholders (COMM 2019-Gc44 Mortgage Trust), Agreement Between Noteholders (Benchmark 2019-B14 Mortgage Trust)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 Holder A-21 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and Balance, the Note A-5 Principal Balance have been reduced to zero;Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note
(dc) fourththird, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid or incurred by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, Note A-5 Holder, Note A-6 Holder, Note A-7 Holder, Note A-8 Holder, Note A-9 Holder, Note A-10 Holder, Note A-11 Holder, Note A-12 Holder, Note A-13 Holder, Note A-14 Holder, Note A-15 Holder, Note A-16 Holder, Note A-17 Holder, Note A-18 Holder, Note A-19 Holder, Note A-20 Holder and the Note A-5 A-21 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid paid, incurred or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-21 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-21 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇A-1, Note A-4 A-2, Note A-3, Note A-4, Note A-5, Note A-6, Note A-7, Note A-8, Note A-9, Note A-10, Note A-11, Note A-12, Note A-13, Note A-14, Note A-15, Note A-16, Note A-17, Note A-18, Note A-19, Note A-20 and Note A-5 A-21 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(h) eighth, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(i) ninth, to the Note B Holder Holder, in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder Holder, in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-5 A-21 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and Balance, the Note A-5 Principal Balance;, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-21 Principal Balance; and
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(k), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and Holder, the Note A-5 Holder, the Note A-6 Holder, the Note A-7 Holder, the Note A-8 Holder, the Note A-9 Holder, the Note A-10 Holder, the Note A-11 Holder, the Note A-12 Holder, the Note A-13 Holder, the Note A-14 Holder, the Note A-15 Holder, the Note A-16 Holder, the Note A-17 Holder, the Note A-18 Holder, the Note A-19 Holder, the Note A-20 Holder and the Note A-21 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance, the Note A-7 Principal Balance, the Note A-8 Principal Balance, the Note A-9 Principal Balance, the Note A-10 Principal Balance, the Note A-11 Principal Balance, the Note A-12 Principal Balance, the Note A-13 Principal Balance, the Note A-14 Principal Balance, the Note A-15 Principal Balance, the Note A-16 Principal Balance, the Note A-17 Principal Balance, the Note A-18 Principal Balance, the Note A-19 Principal Balance, the Note A-20 Principal Balance and the Note A-5 A-21 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.su
Appears in 2 contracts
Sources: Agreement Between Noteholders (BBCMS Mortgage Trust 2024-5c29), Noteholders Agreement (Bank5 2024-5yr9)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder A-4 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-4 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-4 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-4 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-4 Principal Balance have been reduced to zero;
(dc) fourththird, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-4 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid or incurred by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Holder and Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(ed) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighthfourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-4 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-4 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d), such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder and the Note A-4 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance and the Note A-4 Principal Balance) in an aggregate amount up to any unreimbursed Realized Principal Losses previously allocated to such Note A Holders, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B-1 Holder and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B-1 Holder and the Note B-2 Holder for all such cure payments; and to the Note B-1 Holder and the Note B-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid or incurred by the Note B-1 Holder and the Note B-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance and the Note B-2 Principal Balance, respectively, at the Net Note B Rate;
(h) eighth, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance), until the Note B-1 Principal Balance and the Note B-2 Principal Balance have been reduced to zero;
(i) ninth, to the Note B B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced), such excess amount shall be paid to the Note B B-1 Holder and Note B-2 Holder pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up to the reduction, if any, of the any unreimbursed Realized Principal Losses previously allocated to such Note B Principal Balance as a result of such WorkoutHolders, plus interest on such aggregate amount at the related Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder Holders in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-4 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, Balance and the Note A-4 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note A-5 B-2 Principal Balance;; and
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(k), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder Holders in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, Holder and the Note A-4 Holder and the Note A-5 Holder, pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, Balance and the Note A-4 Principal Balance, and with the amount distributed to the Note B Holders to be allocated between the Note B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note A-5 B-2 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 2 contracts
Sources: Agreement Between Noteholders (Bank5 2024-5yr10), Agreement Between Noteholders (Benchmark 2024-V10 Mortgage Trust)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, Holder and the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-2 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-2 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-2 Principal Balance have been reduced to zero;
(dc) fourththird, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Holder and Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(d) fourth, to the Note B-1 Holder and the Note B-2 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance and the Note B-2 Principal Balance, respectively, at the Net Note B Rate;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4 and Note A-5 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 B-1 Holder and the Note A-5 Holder B-2 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 B-1 Principal Balance and the Note A-5 B-2 Principal Balance) in an aggregate amount up to the reduction), if any, of until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 B-1 Principal Balance and the Note A-5 B-2 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Ratehave been reduced to zero;
(f) sixth, to the extent the Note B B-1 Holder has and the Note B-2 Holder have made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B B-1 Holder and the Note B-2 Holder for all such cure payments; and to the Note B B-1 Holder and the Note B-2 Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B B-1 Holder and the Note B-2 Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B C Holder in an amount equal to the accrued and unpaid interest on the Note C Principal Balance at the Net Note C Rate;
(h) eighth, to the Note C Holder, until the Note B C Principal Balance has been reduced to zero;
(hi) eighthninth, to the extent the Note C Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note C Holder for all such cure payments; and to the Note C Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note C Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(j) tenth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(ik) nintheleventh, to the Note B B-1 Holder and the Note B-2 Holder, pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(jl) tenthtwelfth, to the Note C Holder in an amount equal to the product of (i) the Percentage Interest of such Note multiplied by (ii) the Note C Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(m) thirteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(ia)-(l) and, as a result of a Workout the aggregate Principal Balance of Note B-1 and Note B-2 has been reduced, such excess amount shall be paid to the Note B-1 Holder and Note B-2 Holder pro rata (based on the Note B-1 Principal Balance and the Note B-2 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note B-1 Principal Balance and the Note B-2 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note B Rate;
(n) fourteenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(m) and, as a result of a Workout the Principal Balance of Note B C has been reduced, such excess amount shall be paid to the Note B C Holder in an amount up to the reduction, if any, of the Note B C Principal Balance as a result of such Workout, plus interest on such amount at the related Note B C Rate;
(ko) eleventhfifteenth, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders, the Note B Holders and the Note B C Holder in accordance with the Note A Percentage Interest, the Note B Percentage Interest and the Note B C Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-2 Holder pro rata based on the Note A-1 Principal Balance, Balance and the Note A-2 Principal Balance, and with the amount distributed to the Note A-3 Principal Balance, B Holders to be allocated between the Note A-4 B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note A-5 B-2 Principal Balance;
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(np) fourteenthsixteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(o), any remaining amount shall be paid pro rata to the Note A Holders, the Note B Holders and the Note B C Holder in accordance with the initial Note A Percentage Interest, the initial Note B Percentage Interest and the initial Note B C Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among between the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, A-2 Holder pro rata based on the Note A-1 Principal Balance, Balance and the Note A-2 Principal Balance, and with the amount distributed to the Note A-3 Principal Balance, B Holders to be allocated between the Note A-4 B-1 Holder and the Note B-2 Holder pro rata based on the Note B-1 Principal Balance and the Note A-5 B-2 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 2 contracts
Sources: Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2018-B2), Agreement Between Noteholders (BENCHMARK 2018-B2 Mortgage Trust)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance have been reduced to zero;
(d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Note A-2 Holder, the Holder and Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇A-1, Note A-4 A-2 and Note A-5 A-3 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(i) ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 A-3 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, Balance and the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance;; and
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(ma)-(k), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, A-3 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 A-3 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder Note Holder by the amount necessary to pay additional trust fund expenses (including other than Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 1 contract
Sources: Agreement Between Noteholders (Benchmark 2021-B23 Mortgage Trust)
Payments Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided, if a Sequential Pay Event shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds from the sale or distribution of any Foreclosure Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements that are required to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding any Withheld Amounts, shall be distributed by the Master Servicer in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):
(a) first, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Note A-5 Holder A-7 Holder, pro rata (based on their respective entitlements to interest) in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance and the Note A-5 A-7 Principal Balance, respectively, at the Net Note A Rate;
(b) second, to the Note B Holder in an amount equal to the accrued and unpaid interest on the Note B Principal Balance at the Net Note B Rate;
(c) third, third, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Note A-5 A-7 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance and the Note A-5 A-7 Principal Balance), until the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance and the Note A-5 A-7 Principal Balance have been reduced to zero;
(dc) fourththird, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Note A-5 A-7 Holder, pro rata (based on their respective entitlements) up to the amount of any unreimbursed out-of-pocket costs and expenses paid by such Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Holder, Note A-5 Holder, Note A-6 Holder and Note A-7 Holder including any Recovered Costs, in each case to the extent reimbursable by the Mortgage Loan Borrower but not previously reimbursed by the Mortgage Loan Borrower (or paid or advanced by any Servicer on its behalf and not previously paid or reimbursed to such Servicer), with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;
(d) fourth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, the Note A-5 Holder, the Note A-6 Holder and the Note A-7 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance, the Note A-5 Principal Balance, the Note A-6 Principal Balance and the Note A-7 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(e) fifth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the aggregate Principal Balance of Note ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, ▇▇▇▇ ▇-▇, Note A-4 A-5, Note A-6 and Note A-5 A-7 has been reduced, such excess amount shall be paid to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount up to the reduction, if any, of the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance as a result of such Workout, plus interest on such aggregate amount at the related Note A Rate;
(f) sixth, to the extent the Note B Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note B Holder for all such cure payments; and to the Note B Holder in the amount of any other unreimbursed reasonable out-of-pocket costs and expenses paid by the Note B Holder, in each case to the extent reimbursable by, but not previously reimbursed by, the Mortgage Loan Borrower;
(g) seventh, to the Note B Holder, until the Note B Principal Balance has been reduced to zero;
(h) eighth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata (based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance) in an aggregate amount equal to the product of (i) the Note A Percentage Interest multiplied by (ii) the Note A Relative Spread, and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(i) ninth, to the Note B Holder in an amount equal to the product of (i) the Note B Percentage Interest multiplied by (ii) the Note B Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;
(j) tenth, if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of Note B has been reduced, such excess amount shall be paid to the Note B Holder in an amount up to the reduction, if any, of the Note B Principal Balance as a result of such Workout, plus interest on such amount at the Note B Rate;
(k) eleventh, to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the Note A Percentage Interest and the Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance;
(l) twelfth, to the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder, and the Note A-5 Holder, pro rata (based on their respective entitlements to interest) up to an amount equal to the Note A ARD Interest on the Note A of such Note A Holder;
(m) thirteenth, to the Note B Holder, in an amount equal to the Note B ARD Interest on the Note B; and
(n) fourteenth, if any excess amount, including, without limitation, any Default Interest, is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with the foregoing clauses (a)-(m), any remaining amount shall be paid pro rata to the Note A Holders and the Note B Holder in accordance with the initial Note A Percentage Interest and the initial Note B Percentage Interest, respectively, with the amount distributed to the Note A Holders to be allocated among the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, pro rata based on the Note A-1 Principal Balance, the Note A-2 Principal Balance, the Note A-3 Principal Balance, the Note A-4 Principal Balance and the Note A-5 Principal Balance. For clarification purposes, Default Interest and late payment charges (collectively, “Penalty Charges”) paid on the Notes pursuant to Section 3 or Section 4 shall be allocated to the Note A Holders on a pro rata basis and applied: first, to reduce, on a pro rata basis, the Penalty Charges otherwise payable on each such Note by the amount necessary to pay the Master Servicer, the Trustee or the Special Servicer for any interest accrued on any Property Protection Advances and reimbursement of any Property Protection Advances in accordance with the terms of the Lead Securitization Servicing Agreement; second, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to the Noteholder of each such Note by the amount necessary to pay the Master Servicer, Trustee, Non-Lead Master Servicer or Non-Lead Trustee for any interest accrued on any P&I Advance made with respect to such Note by such party (if and as specified in the Lead Securitization Servicing Agreement or any Non-Lead Securitization Servicing Agreement, as applicable); third, to reduce, on a pro rata basis, the Penalty Charges otherwise payable to each Noteholder by the amount necessary to pay additional trust fund expenses (including Special Servicing Fees, unpaid Workout Fees and Liquidation Fees) incurred with respect to the Mortgage Loan (as specified in the Servicing Agreement); and finally, (i) in the case of the remaining amount of Penalty Charges otherwise allocable pursuant to Section 3 or Section 4 to the Lead Securitization Noteholder, to pay such remaining amount to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement and (ii) in the case of the remaining amount of Penalty Charges allocable pursuant to Section 3 or Section 4 to any Note A Holder that is not the Lead Securitization Noteholder, to pay such remaining amount (x) prior to the Securitization of such A Note, to the related Note A Holder and (y) following the Securitization of such A Note, to the Master Servicer and/or the Special Servicer as additional servicing compensation as provided in the Servicing Agreement.
Appears in 1 contract
Sources: Agreement Between Noteholders (Benchmark 2018-B6 Mortgage Trust)