Common use of Additional Obligations of Master Servicer Clause in Contracts

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date), without any right of reimbursement therefor with respect to those Trust Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate of 0.01% per annum and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection Period. (b) The Master Servicer shall, as to each Mortgage Loan that is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date), without any right of reimbursement therefor with respect to those Trust Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate of 0.01% per annum and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Representative),the Master Servicer is shall be required to make pay to cover that the Trust an amount equal to the entire Prepayment Interest Shortfall, Shortfall without any limitation of the reference to "Master Servicing Fee" kind described in clause clauses (ii) (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2B) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Accountabove. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection Period. (b) The Master Servicer shall, as to each Mortgage Loan that is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is (as identified on the Mortgage Loan Schedule as the related Schedule) sold by such Mortgage Loan Seller to the Depositor and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement. (e) With respect to the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Louisiana Boardwalk, the Master Servicer shall recalculate the "Letter of Credit Amount" (within the meaning of the related loan agreement) specified under Section 13.3(e) of the related loan agreement with the consent of the Special Servicer. In connection with seeking such consent, the Master Servicer shall notify the Special Servicer of its proposed recalculated Letter of Credit Amount and shall provide the Special Servicer with relevant backup materials with which to review such proposed Letter of Credit Amount, no later than 10 days prior to the date that the Master Servicer intends to inform the related borrower of such calculation (and in any event by the 20th day following the end of the applicable calendar quarter). Notwithstanding the foregoing, the Special Servicer shall be responsible for reviewing and approving the initial "Debt Service Coverage Letter of Credit" (within the meaning of the related loan agreement) pursuant to Section 13.3(a) of the related loan agreement. Notwithstanding the foregoing, the Master Servicer and the Special Servicer, as applicable, shall consult with Countrywide in the manner contemplated in Schedule 3 to the related loan agreement.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deliver to the Trustee for deposit in the Collection Distribution Account by 2:00 p.m. (New York City time) on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date)Master Servicer Remittance Date, without any right of reimbursement therefor with respect to those Trust Mortgage Loans that weretherefor, a cash payment (a "Compensating Interest Payment") in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the aggregate amount of the related Prepayment Interest Shortfalls incurred in connection with Principal Prepayments received in respect of the Trust Mortgage Loans Pool during the most recently ended Collection Period, and (ii) the sum aggregate of (A) that portion of the its Master Servicing Fees on for the related Collection Period that is, in the case of each and every Mortgage Pool that represents an accrual Loan and REO Mortgage Loan for which such Master Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.010.02% per annum annum, and (B) the total amount of all Prepayment Interest Excesses that were collected and, to the extent earned on Principal Prepayments, Net Investment Earnings received by the Master Servicer during the related most recently ended Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor Borrower to deviate from the terms of the related Mortgage Loan documents Documents regarding principal prepayments Principal Prepayments (other than (xX) subsequent to a material default under the related Mortgage Loan documentsDocuments, (yY) pursuant to applicable law or a court order, or (zZ) at the request or with the consent of the Special Servicer or the Controlling Class Representative) ), then, for purposes of determining calculating the payment that Compensating Interest Payment for the Master Servicer is required to make to cover that Prepayment Interest Shortfallsubject Collection Period, the reference rate referred to "Master Servicing Fee" in clause (Aii)(A) above shall be construed 0.05% per annum (except as to include the Mortgage Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as Milford Commons Apartments, Parkway Place Townhomes, Crystal Pavilion/Xxxxx Building, Lennox Court Apartments, Normandie Avenue Apartments, Palmdale Xxxxxxx Apartments and Palmdale Villa Apartments, for which it shall in each case be 0.03% per annum); and provided, further, that the rights of the Certificateholders to offset the aggregate Prepayment Interest Shortfalls shall not be cumulative. (1b) No more frequently than once per calendar month, the entire Special Servicer may require the Master Servicing Fees payable to Servicer, and the Master Servicer with respect shall be obligated, out of the Master Servicer's own funds, to reimburse the Special Servicer for any Servicing Advances (other than Nonrecoverable Servicing Advances) made by but not previously reimbursed to the related Collection PeriodSpecial Servicer, inclusive together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within ten Business Days of the written request therefor by wire transfer of immediately available funds to an account designated by the Special Servicer. Upon the Master Servicer's reimbursement to the Special Servicer of any portion payable to a third-party primary servicer Servicing Advance and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant payment to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence Special Servicer of the preceding paragraphinterest thereon, all in accordance with this Section 3.19(b), the Master Servicer shall apply any remaining Prepayment Interest Excesses for all purposes of this Agreement be deemed to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during have made such Servicing Advance at the subject Collection Period. Except same time as provided in the preceding paragraphsSpecial Servicer actually made such Servicing Advance, no other compensation to and accordingly, the Master Servicer shall be available entitled to cover Prepayment Interest Shortfallsreimbursement for such Servicing Advance, together with interest thereon in accordance with Sections 3.05(a) and 3.11(g), at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding anything to the contrary contained in any other Section of this Agreement, if the Special Servicer is required under this Agreement (but subject to the following paragraph), to make any Servicing Advance but does not desire to do so, the Special Servicer may, in its sole discretion, request that the Master Servicer make such Servicing Advance. Any such request shall be made, in writing, in a timely manner that does not adversely affect the interests of any Certificateholder (and, in any event, to the extent reasonably practicable, at least five Business Days in advance of the date on which the subject Servicing Advance is to be made) and shall be accompanied by such information and documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request; provided, however, that the Special Servicer shall not be entitled to make such a request (other than for emergency advances) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer's Servicer shall have the obligation to make any particular deposit in respect such Servicing Advance (other than a Nonrecoverable Servicing Advance) that it is so requested by the Special Servicer to make, within five Business Days of the Master Servicer's receipt of such request. If the request is timely and properly made, the Special Servicer shall be relieved of any Collection Period as set forth obligations with respect to a Servicing Advance that it so requests the Master Servicer to make (regardless of whether or not the Master Servicer shall make such Servicing Advance). The Master Servicer shall be entitled to reimbursement for any Servicing Advance made by it at the direction of the Special Servicer, together with interest thereon in this Section 3.19(aaccordance with Sections 3.05(a) shall notand 3.11(g), at the same time, in the absence same manner and to the same extent as the Master Servicer is entitled with respect to any other Servicing Advances made thereby. Notwithstanding the foregoing provisions of default under this Section 3.19(a3.19(b), carry over the Master Servicer shall not be required to reimburse the Special Servicer for, or to make at the direction of the Special Servicer, any subsequent Collection PeriodServicing Advance if the Master Servicer determines in its reasonable, good faith judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a). (bc) Promptly following the occurrence of an Appraisal Trigger Event with respect to any Mortgage Loan (other than, the Crystal Pavilion/Xxxxx Building Mortgage Loan), the Special Servicer shall obtain (or, if such Mortgage Loan has a Stated Principal Balance of $2,000,000 or less, at its discretion, conduct) an Appraisal of the related Mortgaged Property, unless an Appraisal thereof had previously been obtained (or, if applicable, conducted) within the preceding 12-month period and there has been no subsequent material change in the circumstances surrounding the related Mortgaged Property that, in the judgment of the Special Servicer, would materially affect the value of the property, and shall deliver a copy of such Appraisal to the Trustee, the Master Servicer and the Controlling Class Representative. If such Appraisal is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance. Promptly following the receipt of, and based upon, such Appraisal, the Special Servicer shall determine and report to the Trustee, the Master Servicer and the Controlling Class Representative the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. For so long as any Mortgage Loan or REO Mortgage Loan (other than, the Crystal Pavilion/Xxxxx Building Mortgage Loan or any successor REO Mortgage Loan) remains a Required Appraisal Loan, the Special Servicer shall, within 30 days of each anniversary of such loan's having become a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a Stated Principal Balance of $2,000,000 or less, at its discretion, conduct) an update of the prior Appraisal. If such update is obtained from a Qualified Appraiser, the cost thereof shall be covered by, and be reimbursable as, a Servicing Advance. Promptly following the receipt of, and based upon, such update, the Special Servicer shall redetermine and report to the Trustee the then applicable Appraisal Reduction Amount, if any, with respect to the subject Required Appraisal Loan. In the case of the Crystal Pavilion/Xxxxx Building Mortgage Loan or any successor REO Mortgage Loan, if it becomes, and for so long as it remains, a Required Appraisal Loan, the Master Servicer shall determine and report to the Trustee and the Controlling Class Representative any applicable Appraisal Reduction Amount based on any appraisals received from the Crystal Pavilion/Xxxxx Building Lead Lender or its servicing agent. The Controlling Class Representative shall have the right at any time within six months of the date of the receipt of any Appraisal to require that the Special Servicer obtain a new Appraisal of the subject Mortgaged Property (other than the Crystal Pavilion/Xxxxx Building Mortgaged Property) in accordance with MAI standards, at the expense of the Controlling Class Certificateholders, and upon receipt of such Appraisal the Special Servicer shall redetermine the Appraisal Reduction Amount. (d) The Master Servicer shall pay, without any right of reimbursement therefor, the post-Closing Date fees of the Rating Agencies for ongoing surveillance of the Rated Certificates; provided that the Master Servicer shall not be required to pay without reimbursement the fees charged by any Rating Agency for a confirmation as to the lack of an Adverse Rating Event with respect to any Class of Rated Certificates in connection with any other particular matter, unless the Master Servicer has failed to use efforts consistent with the Servicing Standard to collect such fees from the Borrower, which shall include, if it has the right to do so under the applicable Mortgage Loan, conditioning its consent or approval on such payment by the Borrower unless such condition would be a violation of applicable law or the Servicing Standard. (e) In connection with each prepayment of principal received hereunder, the Master Servicer shall calculate any applicable Prepayment Premium or Yield Maintenance Charge, as the case may be, payable under the terms of the related Mortgage Note. Promptly following its determination thereof, the Master Servicer shall disclose to the Trustee and, upon request, any Certificateholder its calculation of any such Prepayment Premium or Yield Maintenance Charge, including, in the case of a Yield Maintenance Charge, the U.S. Treasury rate and, if different, the discount rate used to calculate such Yield Maintenance Charge. (f) With respect to each Mortgage Loan (other than the Crystal Pavilion/Xxxxx Building Mortgage Loan) that provides for defeasance, the Master Servicer shall, to the extent permitted by the terms of such Mortgage Loan, require the related Borrower (i) to provide replacement collateral consisting of U.S. government securities within the meaning of Treasury Regulation Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Loan (or defeased portion thereof) when due (and assuming, in the case of an ARD Loan, to the extent consistent with the related loan documents, that such Mortgage Loan matures on its Anticipated Repayment Date), (ii) to deliver a certificate from an independent certified public accounting firm certifying that the replacement collateral is sufficient to make such payments, (iii) at the option of the Master Servicer, to designate a single purpose entity (which may be a subsidiary of the Master Servicer established for the purpose of assuming all defeased Mortgage Loans) to assume the Mortgage Loan (or defeased portion thereof) and own the defeasance collateral, (iv) to implement such defeasance only after the second anniversary of the Closing Date, (v) to provide an Opinion of Counsel that the Trustee has a perfected, first priority security interest in the new collateral, and (vi) in the case of a partial defeasance of the Mortgage Loan, to defease a principal amount equal to at least 125% of the allocated loan amount for the Mortgaged Property or Properties to be released. If the subject Mortgage Loan has a Cut-off Date Principal Balance less than $19,900,000 and an outstanding principal balance less than 2% of the then aggregate Stated Principal Balance of the Mortgage Pool, and if either the terms of the Mortgage Loan permit the Master Servicer to impose the foregoing requirements or the Master Servicer satisfies such requirements on its own, then confirmation that such defeasance will not result in an Adverse Rating Event is not required. In such case, the Master Servicer shall provide the Rating Agencies and the Controlling Class Representative with notice that the foregoing requirements have been met. However, if the subject Mortgage Loan has a Cut-off Date Principal Balance greater than or equal to $19,900,000 or an outstanding principal balance greater than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage Pool, or if the terms of the Mortgage Loan do not permit the Master Servicer to impose such requirements and the Master Servicer does not satisfy such requirements on its own, then the Master Servicer shall so notify the Rating Agencies and the Controlling Class Representative and, so long as such a requirement would not violate applicable law or the Servicing Standard, obtain a confirmation that such defeasance will not result in an Adverse Rating Event. Subject to the related Mortgage Loan Documents and applicable law, the Master Servicer shall not execute a defeasance unless (i) the Mortgage Loan requires the Borrower to pay all Rating Agency fees associated with defeasance (if Rating Agency confirmation of no-downgrade is a specific condition precedent thereto) and all expenses associated with defeasance or other arrangements for payment of such costs are made at no expense to the Trust Fund or the Master Servicer (provided, however, that in no event shall such proposed "other arrangements" result in any liability to the Trust Fund including any indemnification of the Master Servicer or the Special Servicer which may result in legal expenses to the Trust Fund), and (ii) the Borrower is required to provide all Opinions of Counsel, including Opinions of Counsel that the defeasance will not cause an Adverse REMIC Event or an Adverse Grantor Trust Event and that the Mortgage Loan Documents are fully enforceable in accordance with their terms (subject to bankruptcy, insolvency and similar standard exceptions), and any applicable rating confirmations. (g) The Master Servicer shall, as to each Mortgage Loan that which is secured by the interest of the related Mortgagor Borrower under a Ground Lease, promptly (and in any event within 60 days of 45 days) after the Closing Date) Date notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (ch) The Master Servicer shall deliver to each If a Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list provides or allows that the related Borrower's failure to make any Monthly Payment due thereunder on the applicable Due Date will not result in an event of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on default for which the Mortgage Loan Schedule as may be accelerated and/or the related Mortgage Loan Seller accrual of Default Charges unless and their respective billing addresses and telephone numbers; provideduntil the Master Servicer notifies such Borrower of the failure or the elapse of a specified number of days following the Master Servicer's delivery of such notice, however, that then the Master Servicer shall be under no obligation to provide promptly (and in any such information not in its possession. (devent within two Business Days following the applicable Due Date) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to notify the related Loan Combination as are required from the holder Borrower of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of such a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreementfailure.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date), without any right of reimbursement therefor with respect to those Trust Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate of 0.01____% per annum and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection Period. Without the consent of the Special Servicer, the Master Servicer shall not allow Mortgagor to deviate from the terms of the related Mortgage Loan Documents regarding voluntary Principal Prepayments (other than with respect to Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) if a Prepayment Interest Shortfall would occur as a result of such deviation. (b) The Master Servicer shall, as to each Serviced Mortgage Loan that is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Serviced Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement. (e) The Master Servicer shall be responsible for paying, out of its own funds, the ongoing surveillance fees of the Rating Agencies with respect to the Trust.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Certificate Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date)Date, without any right of reimbursement therefor with respect to those Trust each Mortgage Loans Loan (other than a Specially Serviced Mortgage Loan) that were, in each such case, was subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans Shortfall and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual Fee (calculated for this purpose only at a rate of 0.010.02% per annum annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in during the most recently ended Collection Account. Following the payments made by Period, provided, however, that the Master Servicer pursuant will not be responsible for the payment of any Prepayment Interest Shortfall to the preceding paragraph (excluding extent the payments contemplated by incurrence of such Prepayment Interest Shortfall is consistent with the proviso to the sole sentence of the preceding paragraph), Servicing Standard and the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation has given at least five Business Days' prior notice thereof (or to the Master Servicer shall be available extent that five Business Day's prior notice is not practicable, such period of prior notice as is practicable) to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection PeriodControlling Class Representative. (b) The Master Servicer shall, as to each Mortgage Loan that which is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver provide to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating Companion Holder any reports or notices required to the Mortgage Loans where be delivered to such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect Companion Holder pursuant to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deliver to the Paying Agent for deposit in the Collection Distribution Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date)Date, without any right of reimbursement therefor with respect to those Trust Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfalltherefor, an aggregate amount equal to the lesser of (i) the excess, if any, of (A) aggregate amount of the related Prepayment Interest Shortfalls incurred in respect connection with Principal Prepayments received during the most recently ended Collection Period over (B) the aggregate amount of the Trust Mortgage Loans Prepayment Interest Excesses collected in connection with Principal Prepayments received during such Collection Period, and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate of 0.01% per annum and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned all servicing compensation received by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence exclusive of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan Excess) during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent such Collection Period. (b) The With respect to each Construction Loan, the Master Servicer shall, as to each Mortgage Loan that is secured by will on the interest of due dates specified in the related Mortgagor Mortgage Note withdraw from the applicable Reserve Account and deposit into the Collection Account the amounts due under a Ground Lease, promptly (and such Mortgage Note to the extent of Reserve Funds remaining in any event within 60 days such Reserve Account in respect of the Closing Date) notify such Construction Loan for so long as the related ground lessor in writing of the transfer of such Mortgage Loan Tenant is not obligated to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default begin making payments under the related Ground Lease should thereafter be forwarded Credit Lease. Prior to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by Construction Loan Default Date, the related Mortgagor. (c) The Master Servicer shall deliver will remit any amounts due to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as any Person entitled thereto under the related Mortgage Loan Seller documents from any remaining Construction Reserves related to such Person upon the delivery of such documents and their respective billing addresses the satisfaction of such other conditions specified in the related Mortgage Loan documents. On or before each Construction Loan Default Date, the Master Servicer will determine whether the related Tenant or Mortgagor has satisfied all conditions specified in the related Credit Lease and telephone numbers; providedrelated Mortgage Loan documents (including the delivery of any certifications and reports). In the event the related Tenant or Mortgagor has not satisfied such conditions precedent, howeverconsistent with the Servicing Standard and after consultation with any engineering or architectural consultants, that the Master Servicer may deem appropriate (and the expense of which shall be under no obligation to provide any such information not in its possession. (d) The a Servicing Advance), the Master Servicer shall determine whether to extend the time by which such conditions precedent must be satisfied for a period of time of up to 90 days beyond the Construction Loan Default Date or to treat such Mortgage Loan as a Defaulted Mortgage Loan; provided that such 90 day time period may be further extended by the Master Servicer to a date determined by the Master Servicer based upon the Servicing Standard and any reports provided by engineering or architectural consultants, and upon the Special prior written confirmation from each Rating Agency that such extension would not result in a downgrade, qualification or withdrawal on the Certificates. In no event will the Master Servicer shall each be responsible for providing (iextend the completion date pursuant to this Section 3.19(b) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Construction Loan Combination as are required from relating to the holder Fleet Letter of Credit beyond a date that provides sufficient time for the Master Servicer to draw upon the Fleet Letter of Credit in accordance with its terms or otherwise take any action that impairs the enforceability or collectability of the related Trust Mortgage Fleet Letter of Credit. In the event the Construction Loan that relating to the Fleet Letter of Credit is part not completed as specified in the related Loan Combination under Credit Lease and related documents by the related Loan Combination Intercreditor AgreementConstruction Default Date or such later date as extended by the Master Servicer pursuant to this Section 3.19(b), the Master Servicer will draw upon the Fleet Letter of Credit in accordance with its terms and (ii) in a timely manner such that the Trust Fund can fully collect upon the Fleet Letter of Credit and deposit all collections received on the Fleet Letter of Credit into the Certificate Account pursuant to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreementSection 3.04(a)(xv).

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Certificate Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date)Date, without any right of reimbursement therefor with respect to those Trust each Mortgage Loans Loan (other than a Specially Serviced Mortgage Loan) that were, in each such case, was subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans Shortfall and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual Fee (calculated for this purpose only at a rate of 0.010.02% per annum annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in during the most recently ended Collection Account. Following the payments made by Period, provided, however, that the Master Servicer pursuant will not be responsible for the payment of any Prepayment Interest Shortfall to the preceding paragraph (excluding extent the payments contemplated by incurrence of such Prepayment Interest Shortfall is consistent with the proviso to the sole sentence of the preceding paragraph), Servicing Standard and the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation has given at least five Business Days' prior notice thereof (or to the Master Servicer shall be available extent that five Business Day's prior notice is not practicable, such period of prior notice as is practicable) to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection PeriodControlling Class Representative. (b) The Master Servicer shall, as to each Mortgage Loan that which is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date), without any right of reimbursement therefor with respect to those Trust Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate of 0.01% per annum and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) (other than in connection with Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection Period. Without the consent of the Special Servicer, the Master Servicer shall not allow Mortgagor to deviate from the terms of the related Mortgage Loan Documents regarding voluntary Principal Prepayments (other than with respect to Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) if a Prepayment Interest Shortfall, in excess of the amount required to be deposited by the Master Servicer in the Collection Account pursuant to the penultimate sentence of the second preceding paragraph, would occur as a result of such deviation. (b) The Master Servicer shall, as to each Serviced Mortgage Loan that is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Serviced Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date), without any right of reimbursement therefor with respect to those Trust Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal Prepayments) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans and (ii) the sum of (A) that portion of the Master Servicing Fees on the Mortgage Pool that represents an accrual at a rate of 0.01% per annum and (B) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (x) subsequent to a material default under the related Mortgage Loan documents, (y) pursuant to applicable law or a court order, or (z) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) the entire Master Servicing Fees payable to the Master Servicer with respect to the related Collection Period, and inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. . Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent Collection Period. (b) The Master Servicer shall, as to each Mortgage Loan that is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.preceding

Additional Obligations of Master Servicer. (a) The Master Servicer shall deposit in the Collection Certificate Account on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date)Date, without any right of reimbursement therefor with respect to those Trust each Mortgage Loans Loan that were, in each such case, was subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out of Insurance Proceeds Proceeds, condemnation proceeds or Liquidation Proceeds and other than Casualty/Condemnation Principal PrepaymentsProceeds) creating a Prepayment Interest Shortfall, an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans Shortfall and (ii) the sum of (A) that portion of the Master Servicing Fees Fee (excluding any primary servicing fees) received by the Master Servicer during such Collection Period on such Mortgage Loan, (B) investment income earned by the Master Servicer on the Mortgage Pool that represents an accrual at a rate of 0.01% per annum related Principal Prepayment during the most recently ended Collection Period and (BC) the total amount of Prepayment Interest Excesses that were collected during the related Collection Period; , provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor to deviate from the terms of the related Mortgage Loan documents Documents regarding principal prepayments (other than (xa) subsequent to a material default under the related Mortgage Loan documentsDocuments, (yb) pursuant to applicable law or a court order, or (zc) at the request or with the consent of the Special Servicer or the Controlling Class Representative) then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" in clause (A) above shall be construed to include (1) a portion of the entire Master Servicing Fees primary servicing fees payable to the Master Servicer with respect to the related Collection Period, inclusive but not any of any portion those payable to a third-party primary servicer and inclusive servicer. If any Prepayment Interest Shortfalls are incurred with respect to any Mortgage Loans by reason of involuntary prepayments being made with Insurance Proceeds and/or condemnation proceeds during any portion thereof that constitutes Collection Period, the Master Servicer shall make a non-reimbursable payment with respect to the related Excess Servicing Strip Distribution Date in an amount equal to the lesser of (A) the total amount of those Prepayment Interest Shortfalls that were incurred by reason of involuntary prepayments being made with Insurance Proceeds and/or condemnation proceeds and (2B) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest ShortfallsPrepayment. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over not be cumulative as to any subsequent other Collection Period. (b) The Master Servicer shall, as to each Mortgage Loan that which is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.

Additional Obligations of Master Servicer. (a) The Master Servicer shall deliver to the Trustee for deposit in the Collection Distribution Account by 1:00 p.m. (New York City time) on each P&I Advance Date (prior to any transfer of funds from the Collection Account to the Distribution Account on such date)Master Servicer Remittance Date, without any right of reimbursement therefor therefor, a cash payment (a "Compensating Interest Payment") in an amount equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with Principal Prepayments received in respect to those Trust of Performing Mortgage Loans that were, in each such case, subject to a Principal Prepayment during the most recently ended Collection Period (other than Principal Prepayments made out as a result of the receipt of Insurance Proceeds or Liquidation Proceeds and other than Casualty/and/or Condemnation Principal Prepayments) creating a Prepayment Interest ShortfallProceeds), an aggregate amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfalls in respect of the Trust Mortgage Loans and (ii) the sum aggregate of (A) with respect to such of those Prepayment Interest Shortfalls incurred, that portion of the such Master Servicer's Master Servicing Fees on (excluding Primary Servicing Fees) for the related Collection Period that is, in the case of each and every Mortgage Pool that represents an accrual Loan and REO Mortgage Loan for which such Master Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.010.005% (0.5 basis points) per annum annum, and (B) the total amount of all Prepayment Interest Excesses that were collected received by such Master Servicer during the related most recently ended Collection Period; provided, however, that if a Prepayment Interest Shortfall occurs as a result of the Master Servicer's allowing the related Mortgagor Borrower to deviate from the terms of the related Mortgage Loan documents Documents regarding principal prepayments Principal Prepayments (other than (xW) as a result of the receipt of Insurance Proceeds and/or Condemnation Proceeds, (X) subsequent to a material default under the related Mortgage Loan documentsDocuments, (yY) pursuant to applicable law or a court order, or (zZ) at the request or with the consent of the Special Servicer or the Controlling Class Representative) ), then, for purposes of determining the payment that the Master Servicer is required to make to cover that Prepayment Interest Shortfall, the reference to "Master Servicing Fee" amount specified in clause (Aii)(A) above shall be construed an amount equal to include (1) the entire Master Servicing Fees payable to the Master Servicer Fee with respect to the related Collection Period, inclusive of any portion payable to a third-party primary servicer and inclusive of any portion thereof that constitutes the related Excess Servicing Strip and (2) the amount of any investment income earned by the Master Servicer on the related Principal Prepayment while on deposit in the Collection Account. Following the payments made by the Master Servicer pursuant to the preceding paragraph (excluding the payments contemplated by the proviso to the sole sentence of the preceding paragraph), the Master Servicer shall apply any remaining Prepayment Interest Excesses to offset any Casualty/Condemnation Interest Shortfall incurred with respect to any Trust Mortgage Loan during the subject Collection Period. Except as provided in the preceding paragraphs, no other compensation to the Master Servicer shall be available to cover Prepayment Interest Shortfalls. The Master Servicer's obligation to make any particular deposit in respect of any Collection Period as set forth in this Section 3.19(a) shall not, in the absence of default under this Section 3.19(a), carry over to any subsequent such Collection Period. (b) The Master Servicer shall, as to each Mortgage Loan that is secured by the interest of the related Mortgagor under a Ground Lease, promptly (and in any event within 60 days of the Closing Date) notify the related ground lessor in writing of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. (c) The Master Servicer shall deliver to each Mortgage Loan Seller upon request, without charge, no more than twice per calendar year a current list of the Mortgagors relating to the Mortgage Loans where such Mortgage Loan Seller is identified on the Mortgage Loan Schedule as the related Mortgage Loan Seller and their respective billing addresses and telephone numbers; provided, however, that the Master Servicer shall be under no obligation to provide any such information not in its possession. (d) The Master Servicer and the Special Servicer shall each be responsible for providing (i) to each Non-Trust Noteholder such notices regarding defaults and events of default with respect to the related Loan Combination as are required from the holder of the related Trust Mortgage Loan that is part the related Loan Combination under the related Loan Combination Intercreditor Agreement, and (ii) to any lender of related mezzanine debt as may be required from the Trust, as holder of a Trust Mortgage Loan, under any related co-lender, intercreditor or similar agreement.