Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals): (i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a); (ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees); (iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be; (iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan; (v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made; (vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties; (vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made; (viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed; (ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account; (x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement; (xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account; (xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances; (xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance); (xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses); (xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer; (xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made; (xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal; (xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund; (xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s); (xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee; (xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d); (xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error; (xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and (xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)
Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage LoanLoan (including, without limitation, the Closing Date Interest Amount deposited in the Collection Account), as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above[Reserved]; and
(xxiv) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the relevant Collection Account), the Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan(s)), if applicable, or from the applicable Serviced A/B Loan Combination Custodial Account (withdrawals from such Serviced A/B Loan Combination Custodial Account shall be made prior to any withdrawals from the Collection Account and in all circumstances shall be in accordance with the related Intercreditor Agreement) prior to payment from funds in the Collection Account that are unrelated to such
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)
Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage LoanLoan (including, without limitation, the portion of the Closing Date Interest Amount deposited in such Collection Account), as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above[Reserved]; and
(xxiv) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the relevant Collection Account), the Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan(s)), if applicable, or from the applicable Serviced A/B Loan Combination Custodial Account (withdrawals from such Serviced A/B Loan Combination Custodial Account shall be made prior to any withdrawals from the Collection Account and in all circumstances shall be in accordance with the related Intercreditor Agreement) prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Speci
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan (other than the Non-Trust-Serviced Pooled Mortgage Loans) and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)
Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may bebe (including, without limitation, the Closing Date Interest Amount), and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account (including, for the avoidance of doubt, the sub-account thereof referred to herein as the Trust Subordinate Companion Loan Custodial Account) for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account or the Class SJ Distribution Account (as applicable) (A) the Master Servicer Remittance Amount or the Trust Subordinate Companion Loan Remittance Amount, as applicable, for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans Loans, the Trust Subordinate Companion Loan and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account (or any applicable sub-account thereof) that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan, Trust Subordinate Companion Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans Loans, Trust Subordinate Companion Loan and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan, Trust Subordinate Companion Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account (or the Trust Subordinate Companion Loan Custodial Account, as applicable) that are received and allocable as interest on such Mortgage Loan, Trust Subordinate Companion Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan, Trust Subordinate Companion Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan, Trust Subordinate Companion Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan, Trust Subordinate Companion Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account (or any applicable sub-account thereof) that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds Proceeds, other related collections and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or Trust Subordinate Companion Loan or related REO Property as to which such Servicing Advance was made (provided that, in the case of such reimbursement relating to the Serviced Loan Combination, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement, first, from amounts in respect of the Trust Subordinate Companion Loan and then, from amounts in respect of the related Pari Passu Mortgage Loan and the related Pari Passu Companion Loan, pro rata);
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans Loans, Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan and/or related REO PropertiesProperties (provided that, in the case of any such reimbursement of any P&I Advance in respect of the Trust Subordinate Companion Loan, such reimbursement shall be limited to amounts included in general collections in respect of the St. ▇▇▇▇▇ Town Center Mortgage Loan);
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account (or any applicable sub-account thereof) that represent Default Charges Received by the Trust on the Mortgage Loans Loans, Trust Subordinate Companion Loan or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account (or any applicable sub-account thereof) and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account (or any applicable sub-account thereof) that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan, Trust Subordinate Companion Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account (or any sub-account thereof) that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan, the Trust Subordinate Companion Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in the Collection Account (provided that, in the case of such Collection Accountreimbursement relating to the Serviced Loan Combination, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement, first, from the Trust Subordinate Companion Loan and second, from the related Mortgage Loan and the St. ▇▇▇▇▇ Town Center Pari Passu Companion Loan, pro rata, and then, from general collections on the Mortgage Loans;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account (or any sub-account thereof) from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan or the Trust Subordinate Companion Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account (or any sub-account thereof) that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan, the Trust Subordinate Companion Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account (or any sub-account thereof) that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan, Trust Subordinate Companion Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans Loans, the Trust Subordinate Companion Loan and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account (or any sub-account thereof) that represent related Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and/or Condemnation Proceedsother related collections, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan, the Trust Subordinate Companion Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account (or any sub-account thereof) that represent related Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and/or Condemnation Proceedsother related collections, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account (or any sub-account thereof) that represent related Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and/or Condemnation Proceedsother related collections, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans or the Trust Subordinate Companion Loan and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan or the Trust Subordinate Companion Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan or the Trust Subordinate Companion Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account (or any sub-account thereof) that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer or the Trust Subordinate Companion Loan on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such the Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such the Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such the Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such the Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such the Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such the Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such the Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxivxxiii) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates solely to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the relevant Collection Account) any related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any related Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collectio
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)
Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such the Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Trust Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans (and any related REO Properties Properties) serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided provided, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans (and any related REO Properties Properties) serviced by such the Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property Property, which related Mortgage Loan was serviced by such Special Master Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans (and/or related REO Properties Properties) serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such the Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such the Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, and/or the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s)Advisor, any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s)Agreement;
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided provided, that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided provided, however, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder Certificateholder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s)[Reserved];
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxiixxi) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxivxxii) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if . If amounts on deposit in the Collection Account at any particular time (after withdrawing any portion of such amounts deposited in the Collection Account in error) are insufficient to satisfy all payments, reimbursements and remittances to be made therefrom as set forth in clauses (ii) through (xx) of the preceding paragraph, then the corresponding withdrawals from the Collection Account shall be made in the following priority and subject to the extent that any expense, costfollowing rules: (x) if the payment, reimbursement or other amount otherwise permitted remittance is to be withdrawn made from a specific source of funds, then such payment, reimbursement or remittance shall be made from that specific source of funds on a pro rata basis with any and all other payments, reimbursements and remittances to be made from such specific source of funds; and (y) if the payment, reimbursement or remittance can be made from any funds on deposit in the Collection Account, then (following any withdrawals made from the Collection Account in accordance with the immediately preceding clause (x) of this sentence) such payment, reimbursement or remittance shall be made from the general funds remaining on deposit in the Collection Account on a pro rata basis with any and all other payments, reimbursements or remittances to be made from such general funds; provided, however, that any reimbursements of Advances in respect of any particular Mortgage Loan or REO Property out of the Collection Account pursuant to clause any of clauses (ii), (v) and (vi) (relating to Nonrecoverable Advancesof the first paragraph of this Section 3.05(a)(I), clause and any payments of interest thereon out of the Collection Account pursuant to either of clauses (ixvii) and (relating to certain expensesviii) of the first paragraph of this Section 3.05(a)(I), clause shall be made (xiiito the extent of their respective entitlements to such reimbursements and/or payments): first, to the Trustee; and second, pro rata, to the Master Servicer and the Special Servicer. The Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate, in connection with any withdrawal from the Collection Account pursuant to any of clauses (ii) through (relating xviii) of the first paragraph of this Section 3.05(a)(I). The Master Servicer shall pay to certain environmental costs) or clause (xiv) (relating the Special Servicer from the Collection Account on the Master Servicer Remittance Date amounts permitted to certain indemnification be paid to the Special Servicer therefrom based upon an Officer’s Certificate received from the Special Servicer on the first Business Day following the immediately preceding Determination Date, describing the item and similar expenses), other than (in amount to which the Special Servicer is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)) below), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided provided, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of any other party to the related Non-Serviced Pari Passu Companion Loan(s)Trust Pooling and Servicing Agreement, any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxivxxiii) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the Collection Account) the Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collection Account that is unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, any
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be[, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be];
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payment to be made from amounts on deposit in the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds from the related Mortgage Loan or REO Property;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in the Collection Account from time to time[, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan being limited to amounts on deposit in the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement];
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Mortgage Loan or related REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, [the Trust Advisor, ,] or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), Section 8.05(b) or Section 8.05(b)8.13; provided [provided, however, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);]
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee[, the Trust Advisor Advisor] or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Junior Interest Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxiixx) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxivxxi) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided . provided, however, that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), [other than (in thethe case of clause (xiv)) Trust Advisor Expenses,] relates to a Partitioned Mortgage Loan, then such payment shall be made, first, from amounts in the related Junior Interest Custodial Account (if any) and, then, from other collections with respect to such Partitioned Mortgage Loan on deposit in the Collection Account and (if the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance) from general collections in the Collection Account. If amounts on deposit in the Collection Account at any particular time (after withdrawing any portion of such amounts deposited in the Collection Account in error) are insufficient to satisfy all payments, reimbursements and remittances to be made therefrom as set forth in clauses (ii) through (xix) of the preceding paragraph, then the corresponding withdrawals from the Collection Account shall be made in the following priority and subject to the following rules: (x) if the payment, reimbursement or remittance is to be made from a specific source of funds, then such payment, reimbursement or remittance shall be made from that specific source of funds on a pro rata basis with any and all other payments, reimbursements and remittances to be made from such specific source of funds; and (y) if the payment, reimbursement or remittance can be made from any funds on deposit in the Collection Account, then (following any withdrawals made from the Collection Account in accordance with the immediately preceding clause (x) of this sentence) such payment, reimbursement or remittance shall be made from the general funds remaining on deposit in the Collection Account on a pro rata basis with any and all other payments, reimbursements or remittances to be made from such general funds; provided, however, that any reimbursements of Advances in respect of any particular Mortgage Loan or REO Property out of the Collection Account pursuant to any of clauses (ii), (v) and (vi) of the first paragraph of this Section 3.05(a)(I), and any payments of interest thereon out of the Collection Account pursuant to either of clauses (vii) and (viii) of the first paragraph of this Section 3.05(a)(I), shall be made (to the extent of their respective entitlements to such reimbursements and/or payments): first, to the Trustee; and second, pro rata, to the Master Servicer and the Special Servicer. The Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the applicable Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Trust Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans (and any related REO Properties Properties) serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided provided, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans (and any related REO Properties Properties) serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property Property, which related Mortgage Loan was serviced by such Special Master Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans (and/or related REO Properties Properties) serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, and/or the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s)Advisor, any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s)Agreement;
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided provided, that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in theoth
Appears in 1 contract
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C19)
Subsection (I). Each Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 1 contract
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxivxxiii) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the Collection Account) the Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance rela
Appears in 1 contract
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C17)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such the Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Trust Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a)(II)(iv3.05(a) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)(II3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of subsection (II) of this Section 3.05(a)(II3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special Servicer, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master Servicer;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master Servicer, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxiv) to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above[Reserved]; and
(xxiv) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the Collection Account) any Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, any re
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇u▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-Cut- off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above[Reserved]; and
(xxiv) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the Collection Account) any Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and any Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, any r
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)
Subsection (I). Each The Master Servicer may, from time to time, make withdrawals from its the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the applicable Master Servicer to make P&I Advances pursuant to Section 4.03(a);
(ii) to reimburse the Trustee or itself, as applicable, in that order, for ▇▇▇▇▇▇▇▇▇▇▇▇ ▇&▇ Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans serviced by such Master Servicer in respect thereof, the applicable Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
(iii) to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, such the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in such the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
(iv) to pay the applicable Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in such the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
(v) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the applicable Master Servicer’s, the applicable Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in such the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
(vi) to reimburse the Trustee, the applicable Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of Section 3.05(a)(II)(iv) below) on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
(vii) to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in such the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
(viii) to the extent that the applicable Master Servicer has reimbursed or is reimbursing the Trustee, the applicable Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to Section 3.05(a)(II)) below), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in such the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the applicable Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections (subject to the operation of Section 3.05(a)(II) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
(ix) to pay (A) any outstanding expenses that were incurred by the applicable Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(x) to pay itself any items of Additional Master Servicing Compensation, and to pay the applicable Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in such the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) being limited to amounts on deposit in such the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
(xi) to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in such the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account;
(xii) to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
(xiii) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
(xiv) to pay itself, the applicable Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided provided, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the applicable Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the applicable Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
(xv) to pay, first out of amounts on deposit in such the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties serviced by such Master Servicer as are then on deposit in such the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the applicable Special Servicer with respect to any REO Property serviced by such Special ServicerProperty, and (B) to the extent not otherwise advanced by the applicable Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the applicable Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property serviced by such Master ServicerProperty;
(xvi) to pay itself, the applicable Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties serviced by such Master ServicerProperties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
(xvii) to pay itself, the applicable Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) serviced by such Master Servicer that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
(xviii) to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in such the Collection Account that represent Monthly Payments due on the respective Mortgage Loans serviced by such Master Servicer on or before the Cut-Cut- off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
(xix) in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such the Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of any other party to the related Non-Serviced Pari Passu Companion Loan(s)Trust Pooling and Servicing Agreement, any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
(xx) to pay to CREFC® (solely to the extent of funds available in such the Collection Account following the withdrawal of the amounts described in clauses (ii) through (xix) above), the CREFC® License Fee;
(xxi) to transfer any applicable Excess Liquidation Proceeds on deposit in such the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
(xxii) to withdraw any amount and pay to the Person entitled thereto any amount deposited in such the Collection Account in error;
(xxiii) so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (ii)-(xxi) above; and
(xxivxxiii) to clear and terminate such the Collection Account at the termination of this Agreement pursuant to Section 9.01; provided that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from the Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in thethe case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the Collection Account) the Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collection Account that is unrelated to such Serviced Loan Combination. Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, an
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Sources: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)