Common use of 03A Clause in Contracts

03A. The foregoing requirements for deposit in the applicable Loan Combination Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all Loan Combinations in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination Custodial Account. If the Master Servicer shall deposit into a Loan Combination Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all Loan Combinations, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination Group Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all Loan Combinations Groups in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination Group Custodial Account. If the Master Servicer shall deposit into a Loan Combination Group Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Group Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all Loan CombinationsGroups, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination Group Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan CombinationGroup, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination Group Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination Group shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Group Custodial Account, all in accordance with Section 3.17(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination Pair Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all Loan Combinations Pairs in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination Pair Custodial Account. If the Master Servicer shall deposit into a Loan Combination Pair Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Pair Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all Loan CombinationsPairs, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination Pair Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan CombinationPair, the Special Servicer shall promptly, but in no event later than one two Business Day Days after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination Pair Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination Pair shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Pair Custodial Account, all in accordance with Section 3.17(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination Pair Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all Loan Combinations Pairs in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees to which the Master Servicer or Special Servicer is entitled as additional servicing compensation, not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination Pair Custodial Account. If the Master Servicer shall deposit into a Loan Combination Pair Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Pair Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c3.11(d), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all Loan CombinationsPairs, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination Pair Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan CombinationPair, the Special Servicer shall promptly, but in no event later than one two Business Day Days after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination Pair Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination Pair shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Pair Custodial Account, all in accordance with Section 3.17(c3.16(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination _______________ Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all the _______________ Loan Combinations Pair in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination _______________ Custodial Account. If the Master Servicer shall deposit into a Loan Combination the _______________ Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination the _______________ Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c3.11(d), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all the _______________ Loan CombinationsPair, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each The _______________ Loan Combination Pair Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a the _______________ Loan CombinationPair, the Special Servicer shall promptly, but in no event later than one two Business Day Days after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination _______________ Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any the _______________ Loan Combination Pair shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination _______________ Custodial Account, all in accordance with Section 3.17(c3.16(c).

03A. The foregoing requirements for deposit Subject to any terms of the related Mortgage Loan documents that specify the nature of the account in the applicable Loan Combination Custodial which Escrow Payments shall be held, each Servicing Account shall be exclusivean Eligible Account. Notwithstanding Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made only: (i) to effect payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and comparable items in respect of related Mortgaged Property; (ii) to reimburse the foregoingMaster Servicer, actual payments from the Special Servicer, the Trustee or the Fiscal Agent, as applicable, for any unreimbursed Servicing Advances made thereby to cover any of the items described in the immediately preceding clause (i); (iii) to refund to the related Mortgagor in respect of all Loan Combinations any sums as may be determined to be overages; (iv) to pay interest, if required and as described below, to the related Mortgagor on balances in the nature of Escrow PaymentsServicing Account (or, Reserve Fundsif and to the extent not payable to the related Mortgagor, assumption fees, assumption application fees, funds representing to pay such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred interest to in the prior paragraph need not be deposited by the Master Servicer); or (v) to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in Servicing Accounts maintained thereby, if required by law or the applicable Loan Combination Custodial Accountterms of the related Mortgage Loan. If the Master Servicer shall deposit into in a Loan Combination Custodial Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial Servicing Account, any provision herein to the contrary notwithstanding. The Master Special Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees Escrow Payments received by the Master Servicer with respect to all Loan Combinations, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into in the related Loan Combination Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the applicable Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination Custodial Account relating to any Loan Pair shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all any Loan Combinations Pair in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination related Custodial Account. If the Master Servicer shall deposit into a Loan Combination the Custodial Account for any Loan Pair any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(cSECTION 3.11(d), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all any Loan CombinationsPair, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination of the Cherry Creek Mall Custodial Account, the Annapolis Mall Custodial Account, Westfield Portfolio Custodial Account and the Sangertown Square Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses CLAUSES (i) through (iv) and (viii) above with respect to a any Loan CombinationPair, the Special Servicer shall promptly, but in no event later than one two Business Day Days after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination Pair shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17(cSECTION 3.16(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination Group Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all Loan Combinations Groups in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination Group Custodial Account. If the Master Servicer shall deposit into a Loan Combination Group Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Group Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all Loan CombinationsGroups, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination Group Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a Loan CombinationGroup, the Special Servicer shall promptly, but in no event later than one two Business Day Days after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination Group Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any Loan Combination Group shall initially be deposited by the Special Servicer into the related REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Group Custodial Account, all in accordance with Section 3.17(c).

03A. The foregoing requirements for deposit in the applicable Loan Combination UBS Warburg Building Custodial Account shall be exclusive. Notwithstanding the foregoing, actual payments from the related Mortgagor in respect of all the UBS Warburg Building Loan Combinations Pair in the nature of Escrow Payments, Reserve Funds, assumption fees, assumption application fees, funds representing such Mortgagor's payment of costs and expenses associated with assumptions and defeasance, modification fees, extension fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and any similar fees not expressly referred to in the prior paragraph need not be deposited by the Master Servicer in the applicable Loan Combination UBS Warburg Building Custodial Account. If the Master Servicer shall deposit into a Loan Combination the UBS Warburg Building Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination the UBS Warburg Building Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall promptly deliver to the Special Servicer, as additional special servicing compensation in accordance with Section 3.11(c3.11(d), all assumption fees and assumption application fees (or the applicable portions thereof) and other transaction fees received by the Master Servicer with respect to all the UBS Warburg Building Loan CombinationsPair, to which the Special Servicer is entitled pursuant to such section, upon receipt of a written statement of a Servicing Officer of the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, in which case a written statement is not required). Each Loan Combination The UBS Warburg Building Custodial Account shall be maintained as a segregated account, or a subaccount of another Custodial Account separate and apart from trust funds created for mortgage-backed securities of other series and the other accounts of the Master Servicer. Upon receipt of any of the amounts described in clauses (i) through (iv) and (viii) above with respect to a the UBS Warburg Building Loan CombinationPair, the Special Servicer shall promptly, but in no event later than one two Business Day Days after receipt, remit such amounts to the Master Servicer for deposit into the related Loan Combination UBS Warburg Building Custodial Account in accordance with the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any the UBS Warburg Building Loan Combination Pair shall initially be deposited by the Special Servicer into the related UBS Warburg Building REO Account and thereafter remitted to the Master Servicer for deposit into the related Loan Combination UBS Warburg Building Custodial Account, all in accordance with Section 3.17(c3.16(c).