Common use of Collection of Mortgage Loan Payments Clause in Contracts

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special The Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans Loans, and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingshall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; provided that the applicable Master . The Servicer shall notmay, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard and subject to Section 2.5(b), waive, modify or (ii) all other amounts due under such vary any term of any Mortgage Loan have been paidor consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of principal or interest of any Mortgage Loan, (C) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such Post-ARD Additional Interest has a modification would not been forgiven in accordance with be treated as a “substantial modification” that would cause a deemed exchange under Section 3.20 and1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by a grantor trust or any REMIC created pursuant to any document providing for the issuance of securities backed by Mortgage Loans. Notwithstanding the foregoing, in the reasonable event that any Mortgage Loan is in default or, in the judgment of the applicable Special Servicer, exercised in accordance such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, and subject to the Liquidation Proceeds expected approval of the Owner, and written notification to be recovered in connection with such enforcement action will cover the anticipated costs Owner, may also waive, modify or vary any term of such enforcement action andMortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if applicablein the Servicer’s determination such waiver, any associated Post-ARD Additional Interest; provided that modification, postponement or indulgence is not materially adverse to the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms interests of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion LoanOwner (taking into account any estimated Realized Loss that might result absent such action). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such the Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer and the applicable Special Servicer shall each make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, for so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall be permitted to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Excess Interest (other than to the making of requests for its collection), and extent permitted under the applicable Special Servicer may do so only if (A) such related Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan isdocuments; provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust FundTrust’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan. (b) At least ninety (90) days ; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the Stated Maturity Date occurrence and continuance of each Balloon a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan that is an Excluded Loan as to such party with respect to the foregoing waivers. (i) All amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the applicable Master Servicer shall send Trust in respect of a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement) shall be applied in the following order of priority: first, then as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Master Servicer shall provide notice Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses; second, as a recovery of such failure Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the related Non-Trust Master Servicer and extent previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the related Non-Trust Trustee.first proviso in the definition of Aggregate Principal Distribution Amount);

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided provided, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided provided, that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust FundTrust’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or and Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan and Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Holder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder has consented to such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Holder in writing within five (5) days of giving such notice, then the Directing Holder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Holder; provided, further, that the Directing Holder shall have no consent rights with respect to any Excluded Loan with respect to the foregoing waivers. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Co-Lender Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonCo-Trust Pooling and Servicing Agreement and/or Lender Agreement) will be applied in the related Intercreditor Agreementfollowing order of priority: first, then such Master Servicer shall provide notice as a recovery of such failure any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Non-Trust Master Servicer Mortgage Loan and unpaid interest at the related Non-Trust Trustee.Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust; second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special The Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans Loans, and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingshall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; . The Servicer may, consistent with the Servicing Standard, waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of principal or interest of any Mortgage Loan, (C) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable Master Servicer shall nottemporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to the Pooling and Servicing Agreement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action). In addition, if the Mortgage Rate with respect to any Mortgage Loan that constitutes an ARD is subject to adjustment at the option of the holder of the Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paidNote, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of not exercise such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity dateoption. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including, including without limitation, all Special the Servicing FeesStandard), Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the applicable Master Servicer shall notor the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Hyper-Amortization Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer each may grant case-by-case waivers of waive any Default Charges in connection with a late any specific delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. it is obligated to service hereunder. _________ (b) At least ninety (90_____) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the applicable Master Servicer date hereof until the principal and interest on all Mortgage Loans are paid in full, the applicable Special Servicer Seller shall make efforts consistent with the Servicing Standard and the terms of this Agreement proceed diligently to collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingrelated Primary Insurance Policy or LPMI Policy, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; Mortgage Loans and held for its own account. Further, the Seller shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that the applicable Master Servicer installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Seller shall not, not waive any Prepayment Charge with respect to any Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Seller fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Seller shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Post-ARD Additional Interest the Prepayment Charge which was not collected. Notwithstanding the above, the Seller may waive (other than and shall waive, in the making case of requests for its collection), and (v) below) a Prepayment Charge without paying the applicable Special Servicer may do so only Purchaser the amount of the Prepayment Charge (i) if (A) such the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a Specially Serviced result of a refinancing by the Seller or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (Bv) either notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Seller hereby acknowledges that for the purposes of the preceding sentence, (i) the taking of an enforcement action with respect law applicable to the payment enforcement of other amounts due under such prepayment penalties and charges is the law applicable to the related originator of the Mortgage Loan is, in the reasonable judgment of such Special Servicer, Loans and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under state laws prohibiting or limiting prepayment penalties or charges are preempted and thereby inapplicable if the related originator of the mortgage loans is a federal association or federal bank or an operating subsidiary of such Mortgage Loan have been paidinstitution. In the event the Seller determines that (i) the foregoing acknowledgement is no longer accurate and (ii) applicable state law would prevent it from fully enforcing prepayment penalties or charges, the payment of Seller shall (i) provide prompt notice to such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior effect to the Stated Maturity Date Purchaser and (ii) provide a written opinion of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive counsel from a Non-Trust Master Servicer any Monthly Payment nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or other amounts known by the charges would violate applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trusteelaw.

Collection of Mortgage Loan Payments. (a) Each Continuously from the related Closing Date until the principal and interest on all of the applicable Master Servicer and Mortgage Loans are paid in full, the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement proceed diligently to collect all payments required due under the terms and provisions each of the respective Serviced Mortgage Loans when the same shall become due and payable. With respect to those Mortgage Loans, if any, as to which the Servicer collects Escrow Payments, the Servicer shall ascertain or estimate annual ground rents, taxes, assessments, water rates, sewer rents, municipal charges, fire and hazard insurance premiums, condominium charges, Primary Mortgage Insurance Policy premiums and all other charges that, as provided in any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingMortgage, without limitationshall become due and payable, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to end that the applicable Special Servicer to Escrow Payments payable by the extent the Borrower is obligated Mortgagors shall be sufficient to pay such amounts pursuant to the related Mortgage Loan Documents); charges as and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master when they become due and payable. The Servicer shall not, not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Loan that constitutes an ARD Note, Primary Mortgage Loan after its Anticipated Repayment Date, take Insurance Policy or otherwise or against any enforcement action public or governmental authority with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only a taking or condemnation) if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the Servicer's reasonable judgment of such Special Servicer, the Servicer believes that the costs and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected expenses relating thereto would be Nonrecoverable Advances. The Servicer shall be entitled to be recovered reimbursed from the Account for any costs, expenses or other liabilities incurred by the Servicer in connection with any such enforcement action will cover litigation solely from the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms proceeds of the related Mortgage Loan DocumentsLoan. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days The Servicer's right to such reimbursement shall be prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice Owner's right to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity dateproceeds. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special The Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans Loans, and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingshall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; provided that the applicable Master . The Servicer shall notmay, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard and subject to Section 2.5(a), waive, modify or (ii) all other amounts due under such vary any term of any Mortgage Loan have been paidor consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of principal or interest of any Mortgage Loan, (C) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such Post-ARD Additional Interest has a modification would not been forgiven in accordance with be treated as a “substantial modification” that would cause a deemed exchange under Section 3.20 and1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to the Pooling and Servicing Agreement. Notwithstanding the foregoing, in the reasonable event that any Mortgage Loan is in default or, in the judgment of the applicable Special Servicer, exercised in accordance such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs may also waive, modify or vary any term of such enforcement action andMortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if applicablein the Servicer’s determination such waiver, any associated Post-ARD Additional Interest; provided that modification, postponement or indulgence is not materially adverse to the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms interests of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion LoanCertificateholders (taking into account any estimated Realized Loss that might result absent such action). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer, stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related subject Outside Serviced Trust Mortgage Loan Documentsunder the related Co-Lender Agreement and the related Outside Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or any related REO Property. In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date Master Servicer. In the event that, during any calendar month, the Master Servicer fails to so receive any amounts, including (with a copy to be sent if applicable) advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, any Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer (with respect to Performing Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; , provided that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Serviced Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Special Servicer (as to Specially Serviced Loans) may waive any Default Charges in connection with any specific delinquent payment on a Serviced Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or the if applicable Special Servicer a Sub-Servicer) may grant case-by-case waivers a one time waiver of Default Charges in connection with a late payment on payment, provided that for any waiver thereafter of Default Charges in connection with a Mortgage Serviced Loan that is 30 days or Serviced Pari Passu Companion Loanmore past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Directing Certificateholder before granting such waiver subject to the obligation of the Master Servicer to act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if it has not responded in writing (which may be via fax or e-mail) within ten Business Days of its receipt of such request. (bi) At least ninety (90) 90 days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loanincluded in the Trust Fund, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request written confirmation that the Balloon Payment will be paid by such maturity date. (cii) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within 60 days after the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment Closing Date (or other amounts known within such shorter period as may be required by the applicable Letter of Credit), the Master Servicer to shall notify each provider of a Letter of Credit for any Serviced Loan that the Master Servicer or the Special Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall be owing on a Non-Trust-Serviced Pooled Mortgage Loan the beneficiary under each such Letter of Credit. The Master Servicer shall maintain and execute each such Letter of Credit, if applicable, in accordance with the terms related loan documents. (iii) Within 60 days after the later of (A) the Closing Date as to each Serviced Loan that is secured by the interest of the related Non-Mortgagor under a Ground Lease (or within such shorter period as may be required by the applicable Ground Lease) and (B) the Master Servicer's receipt of a copy of the related Ground Lease, the Master Servicer shall notify the related ground lessor of the transfer of such Mortgage Loan to the Trust Pooling pursuant to this Agreement and Servicing Agreement and/or inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. All amounts received by the Trust with respect to a Whole Loan shall be applied to amounts due and owing thereunder (including for principal and accrued and unpaid interest) in accordance with the express provisions of this Agreement, the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such the Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”; fourth, as a recovery of Nonrecoverable Advances; fifth, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance; and

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any the Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided provided, however, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided provided, however, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; Standards), provided that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Master Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, has been paid in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestfull; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Master Servicer or Special Servicer, as applicable, has given notice of a proposed waiver to the Directing Certificateholder, and the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder, in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon All amounts collected on any Mortgage Loan that is a Serviced Mortgage Loanor Companion Loan in the form of payments from Mortgagors, the applicable Master Servicer Insurance and Condemnation Proceeds or Liquidation Proceeds shall send a notice be applied to amounts due and owing under the related Borrower of such maturity date Mortgage Note and Mortgage (with a copy to be sent to the applicable Special Servicerincluding, without limitation, for principal and accrued and unpaid interest) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms express provisions of the related Non-Trust Pooling Mortgage Note and Servicing Agreement and/or Mortgage (and, with respect to each Loan Pair, the related Intercreditor Agreement) and, then in the absence of such express provisions, such payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied (after reimbursement first to the Trustee and second to the Master Servicer shall provide notice for any related outstanding Servicing Advances (including Workout Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer) and interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Fund expenses): first, as a recovery of accrued and unpaid interest on such Mortgage Loan or Companion Loan, as applicable, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a recovery of Unliquidated Advances, third as a recovery of principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as a recovery of related Non-Trust Master Servicer Nonrecoverable Advances; fifth, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges, Yield Maintenance Charges and Excess Interest; and sixth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the related Non-Trust Trusteeextent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans, the Companion Loans and any Serviced Pari Passu the Trust Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan, Companion Loan and Trust Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan, Serviced Companion Loan and Trust Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and Trust Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan, Companion Loan or Serviced Pari Passu Trust Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan or Trust Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. Servicer Custodial Account; Certificate Account and Upper-Tier Certificate Sub-Account. (a) Each of Continuously from the applicable Master date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer and the applicable Special Servicer shall make efforts consistent will proceed diligently, in accordance with the Servicing Standard and the terms of this Agreement Agreement, to collect all payments required due under the terms and provisions each of the respective Serviced Mortgage Loans it services when the same shall become due and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingpayable. Further, without limitationthe Servicer will in accordance with all applicable law and Customary Servicing Procedures ascertain and estimate taxes, assessments, fire and hazard insurance premiums, mortgage insurance premiums and all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action charges with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection)Mortgage Loans it services that, as provided in any Mortgage, will become due and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect payable to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided end that the applicable Master Servicer or installments payable by the applicable Special Servicer, Mortgagors will be sufficient to pay such charges as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsand when they become due and payable. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a late payment Mortgage Loan it services and (ii) extend the due dates for payments due on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to Note for a period not greater than 120 days; provided, however, that the Stated Maturity Date Servicer cannot extend the maturity of each Balloon any such Mortgage Loan that past the date on which the final payment is a Serviced due on the latest maturing Mortgage LoanLoan as of the Cut-Off Date. In the event of any such arrangement, the applicable Master Servicer shall send a notice to make Periodic Advances on the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms provisions of Section 3.20 during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. The Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then Mortgage or other instrument pursuant to which such Master payment is required is prohibited by applicable law. (b) The Servicer shall provide notice establish and maintain the Servicer Custodial Account. The Servicer shall deposit or cause to be deposited into the Servicer Custodial Account, all on a daily basis within one Business Day of such failure receipt, except as otherwise specifically provided herein, the following payments and collections remitted by Subservicers or received by the Servicer in respect of the Mortgage Loans subsequent to the related NonCut-Trust Master Servicer Off Date (other than in respect of principal and interest due on the Mortgage Loans on or before the Cut-Off Date) and the related Nonfollowing amounts required to be deposited hereunder with respect to the Mortgage Loans it services: (i) all payments on account of principal of the Mortgage Loans, including Principal Prepayments; (ii) all payments on account of interest on the Mortgage Loans, net of the Servicing Fee; (iii) (A) all Insurance Proceeds and Liquidation Proceeds, other than Insurance Proceeds to be (1) applied to the restoration or repair of the Mortgaged Property, (2) released to the Mortgagor in accordance with Customary Servicing Procedures or (3) required to be deposited to an Escrow Account pursuant to Section 3.09(a), and other than any Excess Proceeds and (B) any Insurance Proceeds released from an Escrow Account pursuant to Section 3.09(b)(iv); (iv) any amount required to be deposited by the Servicer pursuant to Section 3.08(d) in connection with any losses on Permitted Investments with respect to the Servicer Custodial Account; (v) any amounts required to be deposited by the Servicer pursuant to Section 3.14; (vi) all Repurchase Prices and all Substitution Adjustment Amounts received by the Servicer; (vii) Periodic Advances made by the Servicer pursuant to Section 3.20 and any Servicer Compensating Interest; (viii) any Buy-Trust TrusteeDown Funds required to be deposited pursuant to Section 3.24; (ix) all Ancillary Income with respect to the Mortgage Loans; and (x) any other amounts required to be deposited hereunder.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the applicable Master Servicer date hereof until the principal and interest on all Mortgage Loans are paid in full, the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement proceed diligently to collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingrelated Primary Insurance Policy, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; Mortgage Loans and held for its own account. Further, for escrowed accounts, the Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that the applicable Master installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Servicer shall not, not waive any Prepayment Charge with respect to any Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Servicer fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Servicer, unless otherwise provided for in the related Confirmation, shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Post-ARD Additional Interest (other than the making of requests for its collection)Prepayment Charge which was not collected. Notwithstanding the above, and the applicable Special Servicer may do so only waive (and shall waive, in the case of (v) below) a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (i) if (A) such the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a Specially Serviced result of a refinancing by the Servicer or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (Bv) either notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Servicer hereby acknowledges that for the purposes of the preceding sentence, (i) the taking of an enforcement action with respect law applicable to the payment enforcement of other amounts due under such prepayment penalties and charges is the law applicable to the related originator of the Mortgage Loan is, in the reasonable judgment of such Special Servicer, Loans and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under state laws prohibiting or limiting prepayment penalties or charges are preempted and thereby inapplicable if the related originator of the mortgage loans is a federal association or federal bank or an operating subsidiary of such Mortgage Loan have been paidinstitution. In the event the Servicer determines that (i) the foregoing acknowledgement is no longer accurate and (ii) applicable state law would prevent it from fully enforcing prepayment penalties or charges, the payment of Servicer shall (i) provide prompt notice to such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior effect to the Stated Maturity Date Purchaser and (ii) provide a written opinion of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive counsel from a Non-Trust Master Servicer any Monthly Payment nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or other amounts known by the charges would violate applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trusteelaw.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent in accordance with the Accepted Servicing Standard and the terms of this Agreement Practices to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall follow such collection procedures as are be consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), this Agreement and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with 55 the terms and provisions of the any related Mortgage Loan DocumentsRequired Insurance Policy. Consistent with the foregoing, the applicable Master Servicer may in its discretion (i) waive any late payment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 125 days. In the event of any such arrangement, the Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage LoanTrustee, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer applicable, subject to be owing on a Non-Trust-Serviced Pooled Mortgage Loan and in accordance with the terms of Articles V and VIII of this Agreement, shall make Advances on the related Non-Trust Pooling Mortgage Loan (except with respect to principal on Simple Interest Loans) during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, and Servicing Agreement and/or the related Intercreditor Agreement, then such shall be entitled to reimbursement therefor in accordance with Section 4.03 hereof. The Master Servicer shall provide notice not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. In addition, if (x) a Mortgage Loan is in default or default is imminent or (y) the Master Servicer delivers to the Trustee a certification, based on the advice of counsel or certified public accountants, in either case, that have a national reputation with respect to taxation of REMICs, that a modification of such failure to Mortgage Loan will not result in the imposition of taxes on or disqualify any REMIC hereunder, the Master Servicer may, (A) amend the related Non-Trust Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such reduced Mortgage Rate shall in no event be lower than 7.5% and (B) amend any Mortgage Note to extend the maturity thereof but not beyond the Latest Possible Maturity Date. (b) Collections on Mortgage Loans shall be deposited in the Master Servicer and the related Non-Trust TrusteeCollection Account as provided in Section 4.02.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective any Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided provided, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable The HELOC Master Servicer will coordinate and monitor remittances by Subservicers to it with respect to the applicable Special HELOC Mortgage Loans in accordance with this Servicing Agreement. (b) The HELOC Master Servicer shall make its best reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect or cause to be collected all payments required under the terms and provisions of the respective Serviced HELOC Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated shall follow, and use its best reasonable efforts to service hereunder (includingcause Subservicers to follow, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable collection procedures comparable to the applicable Master Servicer and to the applicable Special Servicer collection procedures of prudent mortgage lenders servicing home equity line of credit mortgage loans for their own account to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall follow such collection procedures as are be consistent with the this Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan DocumentsAgreement. Consistent with the foregoing, the applicable HELOC Master Servicer or the applicable Special Servicer related Subservicer may grant case-by-case waivers of Default Charges in its discretion (i) waive or permit to be waived any late payment charge, prepayment charge, assumption fee, or any penalty interest in connection with a late payment on the prepayment of a Mortgage Loan and (ii) arrange or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days permit an arrangement with a Mortgagor for the payment of interest due and unpaid; provided, however, that the HELOC Master Servicer or the related Subservicer may permit the foregoing only if it believes, in good faith, that recoveries of Monthly Payments will be maximized; provided further, however, that Monthly Payments may not be suspended during the twelve months prior to the Stated Maturity Date final maturity of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity dateClass VII-A Notes. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within five Business Days after the applicable HELOC Master Servicer does not receive has determined that all amounts which it expects to recover from or on account of a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled HELOC Mortgage Loan have been recovered and that no further Liquidation Proceeds or Recoveries will be received in accordance with connection therewith, the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such HELOC Master Servicer shall cause the related Subservicer to provide notice of such failure to the related Non-Trust HELOC Master Servicer and a certificate of a Servicing Officer that such HELOC Mortgage Loan became a Liquidated Mortgage Loan or a Charged-Off HELOC Mortgage Loan as of the related Non-Trust Trustee.date of such

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including, including without limitation, all Special the Servicing FeesStandard), Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the applicable Master Servicer shall notor the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer (or the if applicable Special Servicer a Sub-Servicer) may grant case-by-case waivers a one time waiver of Default Charges in connection with a late payment on payment, provided that for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is thirty (30) days or Serviced Pari Passu Companion Loanmore past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Directing Certificateholder before granting such waiver. The Directing Certificateholder's consent shall be deemed granted if it has not responded in writing (which may be via fax or e-mail) within ten (10) Business Days of its receipt of such request. (b) At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request written confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the applicable Master date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to will diligently collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the respective Serviced Mortgage Loans any related Primary Insurance Policy and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingApplicable Regulations, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; provided that the applicable Master Mortgage Loans and held for its own account. The Servicer shall notapply all payments on a Mortgage Loan as follows: first, to reimburse itself for any related unreimbursed Advances; second, to the Monthly Payment due on the Mortgage Loan with respect to the current Due Date; third, to unpaid Monthly Payments due on the Mortgage Loan as of any prior Due Date since the Cut-off Date with respect to which the Servicer has not previously made an Advance; fourth, as a recovery of any P&I Arrearages on such Mortgage Loan; fifth, to reimburse itself for any related unreimbursed Servicing Advances; sixth, as a recovery of any Servicing Arrearages on such Mortgage Loan; seventh, to any ancillary servicing compensation (i.e. amounts that may be retained by the Servicer pursuant to Section 2.18 hereof); and eighth, to any partial prepayments on such Mortgage Loan; provided; that with respect to any Liquidated Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment DateLoan, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking Servicer may apply Liquidation Proceeds thereon to cover both unreimbursed Advances and unreimbursed Servicing Advances on such Liquidated Mortgage Loan pursuant to priority first above and (ii) following application of an enforcement action with respect such Liquidation Proceeds to cover unreimbursed Advance and Servicing Advances, all remaining Liquidation Proceeds shall be applied to the outstanding Principal Balance of such Liquidated Mortgage Loan prior to applying any remaining amounts pursuant to the payment of application procedures set forth pursuant to clauses fourth through seventh above. The Servicer will take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other amounts due under such Mortgage Loan ischarges that, as provided in the reasonable judgment of such Special ServicerMortgage, will become due and without regard payable to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that end that the applicable Master Servicer or installments payable by the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment Mortgagors will be paid by sufficient to pay such maturity datecharges as and when they become due and payable. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall have no consent rights with respect to the Excluded Loan with respect to the foregoing waivers. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”; fourth, as a recovery of Nonrecoverable Advances; fifth, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance; and

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related Non-Trust Pooling Intercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and Servicing Agreement and/or second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan (or, with respect to the Componentized Mortgage Loan with respect to P&I Advances, the related Intercreditor AgreementPooled Component only) or REO Loan (or, then such with respect to the Componentized Mortgage Loan with respect to P&I Advances, the related Pooled Component only) (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer shall provide notice or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Fund expenses; second, as a recovery of accrued and unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment (to the extent such Default charges are necessary to offset Advance Interest on such Advance). (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments and Reserve Collateral (or proceeds thereof) shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e) and Section 6.12(g), respectively; and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer and Outside Trustee, stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related subject Outside Serviced Trust Mortgage Loan Documentsunder the related Co-Lender Agreement and the related Outside Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or any related REO Property. In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date Master Servicer. In the event that, during any calendar month, the Master Servicer fails to so receive any amounts, including (with a copy to be sent if applicable) advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, any Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and or the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingand shall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent such procedures shall be consistent with this Agreement, follow such collection procedures in accordance with the Borrower Servicing Standard; provided, that with respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is obligated to pay such amounts pursuant to otherwise in compliance with each provision of the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with , the Servicing Standard; provided that the applicable Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment maturity date of the applicable Special Servicerrelated Mortgage Loan; provided, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent The Master Servicer may, in its discretion, with respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or all of the Additional Interest accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such Mortgage Loan in full, including the Stated Principal Balance, provided that it acts in accordance with the foregoingServicing Standard and it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the Master Servicer's request for such consent), and neither the Master Servicer nor the Special Servicer will have any liability to the Trust Fund, the applicable Certificateholders or any other person for any determination that is made in accordance with the Servicing Standard. The Master Servicer or the applicable Special Servicer Servicer, with regard to a Mortgage Loan that is not a Specially Serviced Mortgage Loan, may grant case-by-case waivers of waive any Default Charges in connection with a late any payment on a such Mortgage Loan or Serviced Pari Passu Companion Loanthree times during any period of 24 consecutive months. No such additional waiver shall be permitted without the consent of the Controlling Class Representative. (b) At least ninety All amounts collected in respect of any Trust Mortgage Loan in the form of payments from Mortgagors, Liquidation Proceeds (90insofar as such Liquidation Proceeds are of the nature described in clauses (i) days prior through (iii) of the definition thereof) or Insurance Proceeds shall be applied to either amounts due and owing under the related Mortgage Note, loan agreement (if any) and Mortgage (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, loan agreement (if any) and Mortgage (and, with respect to the Stated Maturity Date Great Mall Loan Pair, the Great Mall Co-Lender Agreement and the documents evidencing and securing the Great Mall B-Note Loan) except as otherwise provided herein or, if required pursuant to the express provisions of each Balloon the related Mortgage, or as determined by the Master Servicer or Special Servicer in accordance with the Servicing Standard, to the repair or restoration of the related Mortgaged Property, and, in the absence of such express provisions, shall be applied (after reimbursement or payment first to the Trustee and second to the Master Servicer or Special Servicer, as applicable, for any unpaid Master Servicing Fee, Special Servicing Fee, Principal Recovery Fee, liquidation expenses and related Additional Trust Fund Expenses) for purposes of this Agreement: first, in connection with Liquidation Proceeds or Insurance Proceeds as a recovery of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts that were paid from principal collections on the Trust Mortgage Loan that is (including Unliquidated Advances) and resulted in principal distributed to the Certificateholders being reduced; second, as a Serviced recovery of any related and unreimbursed Advances plus unreimbursed interest accrued thereon; third, as a recovery of accrued and unpaid interest at the related Mortgage Rate (net of the Master Servicing Fee Rate) on such Trust Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; fourth, as a recovery of principal of such maturity date (with a copy to be sent Trust Mortgage Loan then due and owing, to the applicable Special Servicerextent such amounts have not been previously advanced, including, without limitation, by reason of acceleration of the Trust Mortgage Loan following a default thereunder; fifth, as a recovery of Default (a) from amounts so applied. Notwithstanding the foregoing paragraph, all amounts received with respect to the Great Mall Loan Pair shall be applied to amounts due and shall request confirmation that owing under the Balloon Payment will be paid by such maturity dateGreat Mall Trust Mortgage Loan and the Great Mall B-Note Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the Great Mall Co-Lender Agreement. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if To the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance extent consistent with the terms of the related Non-Trust Pooling Mortgage Loan and Servicing Agreement and/or applicable law, the related Intercreditor Agreement, then such Master Servicer shall apply all Insurance Proceeds and condemnation proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan as if such Insurance Proceeds and condemnation proceeds were received on the Due Date immediately succeeding the month in which such Insurance Proceeds and condemnation proceeds were received. (d) In the event that the Master Servicer or Special Servicer receives Additional Interest in any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Additional Interest in any Collection Period, the Master Servicer or Special Servicer, as applicable, will, to the extent not included in the related CMSA Loan Periodic Update File, promptly notify the Trustee. Subject to the provisions of Section 3.02(a) hereof, none of the Master Servicer, the Trustee or the Special Servicer shall be responsible for any such Additional Interest not collected after notice from the related Mortgagor. (e) With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan Documents, the Master Servicer (with the consent of the Special Servicer), to the extent the Mortgage Loan Documents provide notice for any discretion, with respect to non-Specially Serviced Mortgage Loans, or the Special Servicer, with respect to Specially Serviced Mortgage Loans shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and not apply such items to reduce the principal balance of such failure Mortgage Loan unless otherwise required to do so pursuant to the related Non-Trust Master Servicer and applicable Mortgage Loan Documents, applicable law or the related Non-Trust TrusteeServicing Standard.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer (with respect to Performing Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Special Servicer (as to Specially Serviced Mortgage Loans) may waive any Default Charges in connection with any specific delinquent payment on a Mortgage Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or the if applicable Special Servicer a Sub-Servicer) may grant case-by-case waivers a one time waiver of Default Charges in connection with a late payment on payment; provided that for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or Serviced Pari Passu Companion Loanmore past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Directing Certificateholder before granting such waiver subject to the obligation of the Master Servicer to act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if it has not responded in writing (which may be via fax or e-mail) within [ten] Business Days of its receipt of such request. (bi) At least ninety (90) [__] days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loanincluded in the Trust Fund, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request written confirmation that the Balloon Payment will be paid by such maturity date. (cii) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within [__] days after the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment later of (A) the Closing Date (or other amounts known within such shorter period as may be required by the applicable Letter of Credit) and (B) the Master Servicer's receipt of the related Letter of Credit, the Master Servicer to be owing on shall notify each provider of a Non-Trust-Serviced Pooled Letter of Credit for any Mortgage Loan that the Master Servicer or the Special Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall be the beneficiary under each such Letter of Credit. The Master Servicer shall maintain and execute each such Letter of Credit, if applicable, in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust TrusteeMortgage Loan documents.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan that it is obligated to service hereunder three times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan; provided that the Master Servicer or Serviced Pari Passu Companion the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. (b) At least ninety (90) days . Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the Stated Maturity Date occurrence of each Balloon Mortgage Loan that is a Serviced Mortgage LoanConsultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the applicable Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and shall request confirmation that during the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loancontinuance of a Control Event, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer or Special Servicer, as applicable, may waive any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan Penalty Charge in accordance with the terms Servicing Standard without the consent of the related Non-Directing Certificateholder. (i) All amounts collected by or on behalf of the Trust Pooling in respect of a Mortgage Loan shall be applied to amounts due and Servicing Agreement and/or owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Intercreditor AgreementMortgage Loan documents, then such other than with respect to the application of Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer shall provide notice or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Fund expenses; second, as a recovery of accrued and unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan; provided that the Master Servicer or Serviced Pari Passu Companion the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. (b) At least ninety (90) days . Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the Stated Maturity Date occurrence of each Balloon Mortgage Loan that is a Serviced Mortgage LoanConsultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the applicable Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and shall request confirmation that during the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loancontinuance of a Control Event, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer or Special Servicer, as applicable, may waive any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan Penalty Charge in accordance with the terms Servicing Standard without the consent of the related Non-Directing Certificateholder. (i) All amounts collected by or on behalf of the Trust Pooling in respect of a Mortgage Loan shall be applied to amounts due and Servicing Agreement and/or owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Intercreditor AgreementMortgage Loan documents, then such other than with respect to the application of Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer shall provide notice or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Fund expenses; second, as a recovery of accrued and unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans (other than the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event) and any Serviced Pari Passu Companion Loan Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); provided that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Master Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, has been paid in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestfull; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Companion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of Default Charges the related Companion Loan Holder after the securitization of such Companion Loan) in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Companion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Master Servicer or Special Servicer, as the case may be, has given notice of a proposed waiver to the Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, that if the Master Servicer or Special Servicer, as the case may be, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon All amounts collected on any Mortgage Loan that is a Serviced Mortgage Loanor Companion Loan in the form of payments from Mortgagors, the applicable Master Servicer Insurance and Condemnation Proceeds or Liquidation Proceeds shall send a notice be applied to amounts due and owing under the related Borrower of such maturity date Mortgage Note and Mortgage (with a copy to be sent to the applicable Special Servicerincluding, without limitation, for principal and accrued and unpaid interest) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms express provisions of the related Non-Trust Pooling Mortgage Note and Servicing Agreement and/or Mortgage (and, with respect to each Serviced Whole Loan, the related Intercreditor Agreement) and, then in the absence of such express provisions, such payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied (after reimbursement first to the Trustee and second to the Master Servicer shall provide notice for any related outstanding Advances (including Workout Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer) and interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Fund expenses): first, as a recovery of accrued and unpaid interest on such Mortgage Loan or Companion Loan, as applicable, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a recovery of Unliquidated Advances, third as a recovery of principal of such failure Mortgage Loan or Companion Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans or Companion Loan and resulted in principal distributed to the related Non-Trust Master Servicer Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as a recovery of Nonrecoverable Advances; fifth, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges and Yield Maintenance Charges; and sixth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the related Non-Trust Trusteeextent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer (with respect to Performing Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; , provided that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Special Servicer (as to Specially Serviced Loans) may waive any Default Charges in connection with any specific delinquent payment on a Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or the if applicable Special Servicer a Sub-Servicer) may grant case-by-case waivers a one time waiver of Default Charges in connection with a late payment on payment, provided that for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or Serviced Pari Passu Companion Loanmore past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Directing Certificateholder before granting such waiver subject to the obligation of the Master Servicer to act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if it has not responded in writing (which may be via fax or e-mail) within ten Business Days of its receipt of such request. (bi) At least ninety (90) 90 days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loanincluded in the Trust Fund, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request written confirmation that the Balloon Payment will be paid by such maturity date. (cii) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within 60 days after the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment Closing Date (or other amounts known within such shorter period as may be required by the applicable Letter of Credit), the Master Servicer to shall notify each provider of a Letter of Credit for any Loan that the Master Servicer or the Special Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall be owing on a Non-Trust-Serviced Pooled Mortgage Loan the beneficiary under each such Letter of Credit. The Master Servicer shall maintain and execute each such Letter of Credit, if applicable, in accordance with the terms related loan documents. (iii) Within 60 days after the later of (A) the Closing Date as to each Loan that is secured by the interest of the related Non-Mortgagor under a Ground Lease (or within such shorter period as may be required by the applicable Ground Lease) and (B) the Master Servicer's receipt of a copy of the related Ground Lease, the Master Servicer shall notify the related ground lessor of the transfer of such Mortgage Loan to the Trust Pooling pursuant to this Agreement and Servicing Agreement and/or inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. All amounts received by the Trust with respect to a Whole Loan shall be applied to amounts due and owing thereunder (including for principal and accrued and unpaid interest) in accordance with the express provisions of this Agreement, the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer Servicers and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); provided provided, that with respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the applicable Master Servicer and the Special Servicer, shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, has been paid in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestfull; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent The applicable Master Servicer or the Special Servicer, as the case may be, may in its discretion waive any Penalty Charge in connection with the foregoingany delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the applicable Master Servicer or the applicable Special Servicer Servicer, as the case may grant case-by-case waivers of Default Charges be, may in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the applicable Master Servicer or Special Servicer, as the case may be, has given notice of a proposed waiver to the Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, that if the applicable Master Servicer or Special Servicer, as the case may be, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver). (b) At least ninety All amounts collected on any Mortgage Loan or Companion Loan in the form of payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due and owing under the related Mortgage (90including, without limitation, for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the related Mortgage (and, with respect to each Loan Pair, the related Intercreditor Agreement) and, in the absence of such express provisions, such payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied (after reimbursement first to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, Trustee and second to the applicable Master Servicer shall send a notice to the for any related Borrower of such maturity date outstanding Advances (with a copy to be sent including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the applicable Special Master Servicer) and shall request confirmation that the Balloon Payment will be paid by interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Fund expenses): first, as a recovery of accrued and unpaid interest on such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan or Companion Loan, if as applicable, at the applicable Master Servicer does related Mortgage Rate in effect from time to time to but not receive from including the Due Date in the Due Period of receipt; second, as a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on recovery of Unliquidated Advances, third as a Non-Trust-Serviced Pooled recovery of principal of such Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as a recovery of Nonrecoverable Advances; fifth, in accordance with the terms Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges, Yield Maintenance Charges and Excess Interest; and sixth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the extent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the related Non-Trust Pooling Mortgaged Property (in the case of Insurance and Servicing Agreement and/or Condemnation Proceeds or Liquidation Proceeds) and then paid by the related Intercreditor AgreementMortgagor under the Mortgage Loan or Companion Loan, then such Master Servicer as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall provide notice of such failure be deemed to be applied in accordance with the related Non-Trust Master Servicer and the related Non-Trust Trusteedefinition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such the Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the applicable Master Servicer date hereof until the principal and interest on all Mortgage Loans are paid in full, the applicable Special Interim Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement proceed diligently to collect all payments required due under each Mortgage Loan when the terms same shall become due and provisions of the respective Serviced Mortgage Loans payable and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingshall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; Mortgage Loans and held for its own account. Further, the Interim Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that the applicable Master installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Interim Servicer shall not, not waive any Prepayment Charge with respect to any Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Interim Servicer fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Interim Servicer shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Post-ARD Additional Interest (other than the making of requests for its collection)Prepayment Charge which was not collected. Notwithstanding the above, and the applicable Special Interim Servicer may do so only waive (and shall waive, in the case of (v) below) a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (i) if (A) such the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a Specially Serviced result of a refinancing by the Interim Servicer or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (Bv) either notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Interim Servicer hereby acknowledges that for the purposes of the preceding sentence, the law applicable to the enforcement of prepayment penalties and charges is the law applicable to the related originator of the Mortgage Loans. In the event the Interim Servicer determines that (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, foregoing acknowledgement is no longer accurate and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paidapplicable state law would prevent it from fully enforcing prepayment penalties or charges, the payment of Interim Servicer shall (i) provide prompt notice to such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior effect to the Stated Maturity Date Purchaser and (ii) provide a written opinion of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive counsel from a Non-Trust Master Servicer any Monthly Payment nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or other amounts known by the charges would violate applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trusteelaw.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Subordinate Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Subordinate Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Subordinate Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and the related Subordinate Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Subordinate Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided provided, however, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer, stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related subject Outside Serviced Trust Mortgage Loan Documentsunder the related Co-Lender Agreement and the related Outside Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or any related REO Property. In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date (with a copy Master Servicer. In the event that, during any calendar month, the Master Servicer fails to be sent so receive any amounts, including advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any related Outside Trustee that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any related Outside Trustee (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer Servicers and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans and any Serviced Pari Passu (subject to the right of certain Companion Loan Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; Standards), provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent The applicable Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the foregoingCompanion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the applicable Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Companion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of Default Charges the related Companion Loan Holder after the securitization of such Companion Loan) in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the applicable Master Servicer or Special Servicer, as the case may be, has given notice of a proposed waiver to the Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, that if the applicable Master Servicer or Special Servicer, as the case may be, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver). (b) At least ninety All amounts collected on any Mortgage Loan or Companion Loan in the form of payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (90including, without limitation, for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the related Mortgage Note and Mortgage (and, with respect to each Serviced Whole Loan, the related Intercreditor Agreement) and, in the absence of such express provisions, such payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied (after reimbursement first to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, Trustee and second to the applicable Master Servicer shall send a notice to the for any related Borrower of such maturity date outstanding Advances (with a copy to be sent including Workout Delayed Reimbursement Amounts that have not been reimbursed to the applicable Special Master Servicer) and shall request confirmation that the Balloon Payment will be paid by interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Fund expenses): first, as a recovery of accrued and unpaid interest on such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan or Companion Loan, if as applicable, at the applicable Master Servicer does related Mortgage Rate in effect from time to time to but not receive from including the Due Date in the Due Period of receipt; second, as a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on recovery of Unliquidated Advances, third as a Non-Trust-Serviced Pooled recovery of principal of such Mortgage Loan or Companion Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans or Companion Loan and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as a recovery of Nonrecoverable Advances; fifth, in accordance with the terms Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges and Yield Maintenance Charges; and sixth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the extent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the related Non-Trust Pooling Mortgaged Property (in the case of Insurance and Servicing Agreement and/or Condemnation Proceeds or Liquidation Proceeds) and then paid by the related Intercreditor AgreementMortgagor under the Mortgage Loan or Companion Loan, then such Master Servicer as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall provide notice of such failure be deemed to be applied in accordance with the related Non-Trust Master Servicer and the related Non-Trust Trusteedefinition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); provided provided, that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Master Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, has been paid in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestfull; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Master Servicer or Special Servicer, as applicable, has given notice of a proposed waiver to the Directing Certificateholder, and the Directing Certificateholder has consented to such additional waiver (provided, that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon All amounts collected on any Mortgage Loan that is a Serviced Mortgage Loanor Companion Loan in the form of payments from Mortgagors, the applicable Master Servicer Insurance and Condemnation Proceeds or Liquidation Proceeds shall send a notice be applied to amounts due and owing under the related Borrower of such maturity date Mortgage (with a copy to be sent to the applicable Special Servicerincluding, without limitation, for principal and accrued and unpaid interest) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms express provisions of the related Non-Trust Pooling and Servicing Agreement and/or Mortgage (and, with respect to each Loan Pair, the related Intercreditor Agreement) and, then in the absence of such express provisions, such payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied (after reimbursement first to the Trustee and second to the Master Servicer shall provide notice for any related outstanding Advances (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer) and interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Fund expenses): first, as a recovery of accrued and unpaid interest on such Mortgage Loan or Companion Loan, as applicable, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a recovery of Unliquidated Advances, third as a recovery of principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as a recovery of Nonrecoverable Advances; fifth, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges, Yield Maintenance Charges and Excess Interest; and sixth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the related Non-Trust Trusteeextent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) and, in the case of the ______________ Trust Mortgage Loan, between the ______________ Loan Components, in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer, stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related subject Outside Serviced Trust Mortgage Loan Documentsunder the related Co-Lender Agreement and the related Outside Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or any related REO Property. In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date (with a copy Master Servicer. In the event that, during any calendar month, the Master Servicer fails to be sent so receive any amounts, including advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any related Outside Trustee that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any related Outside Trustee (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer will coordinate and monitor remittances by the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action it with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven Loans in accordance with Section 3.20 and, in this Master Servicing Agreement. (b) The Master Servicer shall enforce the reasonable judgment obligation of the applicable Special Servicer, exercised Servicer to establish and maintain a Protected Account in accordance with the Servicing StandardAgreement, the Liquidation Proceeds expected with records to be recovered in connection kept with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment respect thereto on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon by Mortgage Loan that is a Serviced Mortgage Loanbasis, the applicable Master Servicer into which account shall send a notice to the related Borrower be deposited within 48 hours (or as of such maturity date other time specified in the Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer’s own funds (with a copy to be sent to less servicing compensation as permitted by the applicable Special Servicing Agreement in the case of the Servicer) and all other amounts to be deposited in the Protected Account. The Servicer is hereby authorized to make withdrawals from and deposits to the Protected Account for purposes required or permitted by this Master Servicing Agreement. To the extent provided in the Servicing Agreement, the Protected Account shall request confirmation that be an Eligible Account and segregated on the Balloon Payment will be paid by books of such maturity dateinstitution in the name of the Indenture Trustee for the benefit of the Noteholders. (c) With respect To the extent provided in the Servicing Agreement, amounts on deposit in the Protected Account may be invested in Eligible Investments in the name of the Indenture Trustee for the benefit of Noteholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Eligible Investments shall mature, or shall be subject to each Non-Trust-Serviced Pooled Mortgage Loanredemption or withdrawal, if no later than the applicable Master date on which such funds are required to be withdrawn for deposit in the Payment Account, and shall be held until required for such deposit. The income earned from Eligible Investments made pursuant to this Section 3.06 shall be paid to the Servicer does not receive under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Noteholders resulting from a Non-Trust Master such investments shall be borne by and be the risk of the Servicer. The Servicer any Monthly Payment or other amounts known (to the extent required by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan Servicing Agreement) shall deposit the amount of any such loss in accordance with the terms of Protected Account not later than the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure Business Day prior to the related Non-Trust Master next Servicer and the related Non-Trust TrusteeRemittance Date.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including, including without limitation, all Special the Servicing FeesStandard), Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the applicable Master Servicer shall notor the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Hyper-Amortization Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer each may grant case-by-case waivers of waive any Default Charges in connection with a late any specific delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) it is obligated to service hereunder. At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer and Outside Trustee, stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related subject Outside Serviced Trust Mortgage Loan Documentsunder the related Co-Lender Agreement and the related Outside Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or any related REO Property. In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date Master Servicer. In the event that, during any calendar month, the Master Servicer fails to so receive any amounts, including (with a copy to be sent if applicable) advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, any Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer (with respect to Performing Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Special Servicer (as to Specially Serviced Mortgage Loans) may waive any Default Charges in connection with any specific delinquent payment on a Mortgage Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or the if applicable Special Servicer a Sub-Servicer) may grant casea one-by-case waivers time waiver of Default Charges in connection with a late payment on payment; provided that for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or Serviced Pari Passu Companion Loanmore past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Directing Certificateholder before granting such waiver subject to the obligation of the Master Servicer to act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder’s consent shall be deemed granted if it has not responded in writing (which may be via fax or e-mail) within [ten] Business Days of its receipt of such request. (bi) At least ninety (90) [__] days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loanincluded in the Trust Fund, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request written confirmation that the Balloon Payment will be paid by such maturity date. (cii) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within [__] days after the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment later of (A) the Closing Date (or other amounts known within such shorter period as may be required by the applicable Letter of Credit) and (B) the Master Servicer’s receipt of the related Letter of Credit, the Master Servicer to be owing on shall notify each provider of a Non-Trust-Serviced Pooled Letter of Credit for any Mortgage Loan that the Master Servicer or the Special Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall be the beneficiary under each such Letter of Credit. The Master Servicer shall maintain and execute each such Letter of Credit, if applicable, in accordance with the terms related Mortgage Loan documents. (iii) Within 60 days after the later of (A) the Closing Date as to each Mortgage Loan that is secured by the interest of the related Non-Trust Pooling Mortgagor under a Ground Lease (or within such shorter period as may be required by the applicable Ground Lease) and Servicing Agreement and/or (B) the Master Servicer’s receipt of a copy of the related Intercreditor AgreementGround Lease, then such the Master Servicer shall provide notice notify the related ground lessor of the transfer of such failure Mortgage Loan to the related Non-Trust Master Servicer pursuant to this Agreement and inform such ground lessor that any notices of default under the related Non-Trust TrusteeGround Lease should thereafter be forwarded to the Master Servicer.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collectionStandards), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer each may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loanit is obligated to service hereunder. (b) At least ninety All amounts collected on any Mortgage Loan in the form of Garments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (90including, without limitation, for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the related Mortgage Note and Mortgage and, in the absence of such express provisions, shall be applied (after reimbursement to the Stated Maturity Date Servicer, the Trustee and/or the Fiscal Agent for any related Servicing Advances and interest thereon as provided herein): first, as a recovery of each Balloon accrued and unpaid interest on such Mortgage Loan that is at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a Serviced recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance and third, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan, the applicable Master Servicer including, without limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Charges. Amounts collected on any REO Loan shall send a notice to the related Borrower of such maturity date (with a copy be deemed to be sent to applied in accordance with the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity datedefinition thereof. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if To the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance extent consistent with the terms of the related Non-Trust Pooling Mortgage Loans and Servicing Agreement and/or applicable law, the Servicer shall apply all Insurance and Condemnation Proceeds it receives on a day other than the first day of a month to amounts due and owing under the related Intercreditor Agreement, then Mortgage Loan as if such Master Servicer shall provide notice Insurance and Condemnation Proceeds were received on the first day of the calendar month immediately succeeding the month in which such failure to the related Non-Trust Master Servicer Insurance and the related Non-Trust TrusteeCondemnation Proceeds were received.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall have no consent rights with respect to the Excluded Loan with respect to the foregoing waivers. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent in accordance with the Accepted Servicing Standard and the terms of this Agreement Practices to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall follow such collection procedures as are be consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), this Agreement and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan terms and (B) either (i) the taking provisions of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan DocumentsRequired Insurance Policy. Consistent with the foregoing, the applicable Master Servicer may in its discretion (i) waive any late payment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 125 days. In the event of any such arrangement, the Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage LoanTrustee, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer applicable, subject to be owing on a Non-Trust-Serviced Pooled Mortgage Loan and in accordance with the terms of Articles V and VIII of this Agreement, shall make Advances on the related Non-Trust Pooling Mortgage Loan (except with respect to principal on Simple Interest Loans) during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, and Servicing Agreement and/or the related Intercreditor Agreement, then such shall be entitled to reimbursement therefor in accordance with Section 4.03 hereof. The Master Servicer shall provide notice not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law. In addition, if (x) a Mortgage Loan is in default or default is imminent or (y) the Master Servicer delivers to the Trustee a certification, based on the advice of counsel or certified public accountants, in either case, that have a national reputation with respect to taxation of REMICs, that a modification of such failure to Mortgage Loan will not result in the imposition of taxes on or disqualify any REMIC hereunder, the Master Servicer may, (A) amend the related Non-Trust Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such reduced Mortgage Rate shall in no event be lower than 7.5% and (B) amend any Mortgage Note to extend the maturity thereof but not beyond the Latest Possible Maturity Date. (b) Collections on Mortgage Loans shall be deposited in the Master Servicer and the related Non-Trust TrusteeCollection Account as provided in Section 4.02.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall, with respect to Specially Serviced Mortgage Loans, direct the Mortgagors to make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments and Reserve Collateral (or proceeds thereof) shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e) and Section 3.27, respectively; and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer, the related Outside Special Servicer, the related Outside Trustee and any other party under the related Outside Servicing Agreement that would constitute a Servicer, stating (among other things) that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing (i) the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Master Servicer (or, in the case of CMSA reports, files and templates, to the Master Servicer with a copy to the Trustee) all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of the subject Outside Serviced Trust Mortgage Loan under the related Co-Lender Agreement and the related Outside Servicing Agreement and (ii) the related Outside Master Servicer, the related Outside Special Servicer, the related Outside Trustee and any other party under the related Outside Servicing Agreement that would constitute a Servicer to forward to the Master Servicer and the Trustee all reports, documents and other information required by the Trust Fund’s right with respect to apply excess cash flow such entity, its affiliates and the subject Outside Serviced Trust Mortgage Loan because the Trust is subject to principal in accordance with the terms reporting requirements of the Exchange Act and the requirements of Regulation AB. The Master Servicer shall, upon receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan DocumentsLoan, the related Mortgaged Property or any related REO Property. Consistent In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date Master Servicer. In the event that, during any calendar month, the Master Servicer fails to so receive any amounts, including (with a copy to be sent if applicable) advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any Outside Trustee under the related Outside Servicing Agreement (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, any Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and or the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingand shall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not. In addition, if a Mortgagor becomes delinquent with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment DateMonthly Payment (including, take any enforcement action without limitation, a Balloon Payment), the Master Servicer shall promptly so notify the Special Servicer, shall keep the Special Servicer apprised of all collection and customer service matters with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced related Mortgage Loan and (B) either (i) the taking of an enforcement action with respect shall furnish to the payment Special Servicer copies of other amounts due under all written communications between the Master Servicer and such Mortgage Loan is, in Mortgagor. (b) Any funds received by the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer as payments in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or the Special Servicer as REO Revenues in respect of any REO Property or as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan or REO Property shall be held by the Master Servicer or the Special Servicer, as the case may be, may take action on behalf of, and shall be and remain the sole and exclusive property of, the Trustee, the Bondholders and, subject to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms lien of the related Mortgage Loan Documents. Consistent with the foregoingIndenture, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges Issuer, in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior any event subject to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage LoanMaster Servicer's and the Special Servicer's rights as set forth in this Agreement to retain or withdraw from the Collection Account or REO Account, as applicable, the applicable Master Servicer shall send a notice to Servicing Fee, the related Borrower of such maturity date (with a copy to be sent to Property Servicing Fee, the applicable Special Servicer) Servicing Fee, the Workout Fee, the Liquidation Fee, and shall request confirmation that the Balloon Payment will be paid by such maturity dateother amounts provided in this Agreement. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable The Master Servicer does not receive from and the Special Servicer each hereby acknowledges that the Issuer, subject to the lien of the Indenture, owns and that, following the execution of the Indenture, the Trustee on behalf of the Bondholders shall have a Nonfirst priority perfected security interest in, the Mortgage Loans and all funds now or hereafter held by, or under the control of, the Master Servicer, the Special Servicer or any Sub-Trust Servicer retained thereby in connection with the Mortgage Loans, whether as scheduled installment of principal and interest or as full or partial prepayments of principal or interest or as Liquidation Proceeds or Insurance Proceeds, and all proceeds of the foregoing and proceeds of proceeds (but excluding any Master Servicing Fees, Property Servicing Fees, Special Servicing Fees, [o reimbursement of] Advances and all other amounts to which the Sub-Servicer is entitled under its Sub-Servicing Agreement or each of the Master Servicer any Monthly Payment or other amounts known the Special Servicer is entitled to hereunder). (d) It is hereby acknowledged that possession by the applicable Master Servicer and the Special Servicer of collections on the Mortgage Loans is solely to be owing on a Non-Trust-Serviced Pooled facilitate the servicing of the Mortgage Loan Loans and, accordingly, each of the Master Servicer and the Special Servicer does hereby agree to retain such collections in accordance with the terms provisions of this Agreement prior to the related Non-Trust Pooling time such collections are remitted for deposit in the Bond Account and, in connection therewith, does hereby accept its designation as agent and Servicing Agreement and/or bailee for the related Intercreditor AgreementTrustee made pursuant to [Section ___ of] the Terms Indenture, then such Master Servicer shall provide notice but solely for the purposes expressed in Section 3.06 and in the following sentence. By the designation made by the Trustee pursuant to [Section ___ of] the Terms Indenture and the acceptance of such failure to designation by the related Non-Trust Master Servicer and the related NonSpecial Servicer pursuant to this Section, the Trustee, as secured party, is deemed to have possession of all collections on the Mortgage Loans for purposes of Section 9-Trust 305 and Section 8-313 of the UCC. (e) Each of the Master Servicer and the Special Servicer also agrees that it shall not take any action to create, incur or subject any Mortgage Loans, or any funds that are deposited in the Collection Account, the REO Account or any Servicing Account or Reserve Account, as applicable, or any other funds that otherwise are or may become due or payable to the Trustee, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, nor assert by legal action or otherwise any claim or right of setoff against any Mortgage Loan or any funds, including without limitation funds in the Collection Account, the REO Account or any Servicing Account or Reserve Account, as applicable, collected on, or in connection with, a Mortgage Loan (other than any claim, lien, security interest, judgment, levy, writ of attachment, other encumbrance, legal action or right of setoff with respect to any Master Servicing Fees, Property Servicing Fees, Special Servicing Fees, Workout Fees, Liquidation Fees and any other amounts that are properly due and payable to the Master Servicer and the Special Servicer under this Agreement).

Collection of Mortgage Loan Payments. (a) Each The Master Servicer will coordinate and monitor remittances by the Servicer to it with respect to the Mortgage Loans in accordance with this Master Servicing Agreement. (b) The Master Servicer shall enforce the obligation of the applicable Servicer to establish and maintain a Protected Account in accordance with the Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which account shall be deposited within 48 hours (or as of such other time specified in the Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by the Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer’s own funds (less servicing compensation as permitted by the Servicing Agreement in the case of the Servicer) and all other amounts to be deposited in the Protected Account. The Servicer is hereby authorized to make withdrawals from and deposits to the Protected Account for purposes required or permitted by this Master Servicing Agreement. To the extent provided in the Servicing Agreement, the Protected Account shall be an Eligible Account and segregated on the books of such institution in the name of the Indenture Trustee for the benefit of the Noteholders. (c) To the extent provided in the Servicing Agreement, amounts on deposit in the Protected Account may be invested in Eligible Investments in the name of the Indenture Trustee for the benefit of Noteholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Eligible Investments shall mature, or shall be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Securities Administrator Collection Account, and shall be held until required for such deposit. The income earned from Eligible Investments made pursuant to this Section 3.06 shall be paid to the Servicer under the Servicing Agreement, and the risk of loss of moneys required to be distributed to the Noteholders resulting from such investments shall be borne by and be the risk of the Servicer. The Servicer (to the extent required by the Servicing Agreement) shall deposit the amount of any such loss in the Protected Account not later than the Business Day prior to the next Servicer Remittance Date. (d) The Securities Administrator shall establish a segregated account in the name of the Indenture Trustee for the benefit of the Noteholders (the “Securities Administrator Collection Account”), which shall be an Eligible Account, in which the Securities Administrator shall deposit or cause to be deposited any amounts representing payments on and any collections in respect of the Mortgage Loans due subsequent to the Cut-off Date (other than in respect of the payments referred to in the following paragraph) within forty-eight (48) hours following receipt thereof, including the following payments and collections received or made by it (without duplication): (i) Any amounts withdrawn from the Protected Account and remitted to the Securities Administrator by the Servicer; (ii) Any Monthly Advance and any Compensating Interest Payments required to be made by the Master Servicer hereunder; (iii) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Master Servicer or which were not deposited in the Protected Account; (iv) Any amounts required to be deposited with respect to losses on investments of deposits in the Protected Account and remitted to the Securities Administrator by the Servicer and any amounts required to be deposited with respect to losses on investments of deposits in the Securities Administrator Collection Account and remitted by the Master Servicer to the Securities Administrator; and (v) Any other amounts received by or on behalf of the Master Servicer and required to be deposited in the applicable Special Servicer Securities Administrator Collection Account pursuant to this Master Servicing Agreement. All amounts deposited to the Securities Administrator Collection Account shall make efforts consistent be held by the Securities Administrator in the name of the Indenture Trustee in trust for the benefit of the Noteholders in accordance with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of this Master Servicing Agreement and the respective Serviced Mortgage Loans Indenture. The requirements for crediting the Securities Administrator Collection Account shall be exclusive, it being understood and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingagreed that, without limitationlimiting the generality of the foregoing, all Special Servicing Feespayments in the nature of (i) late payment charges or assumption, Workout Feestax service, Liquidation Fees statement account or payoff, substitution, satisfaction, release and other like fees and compensation payable to charges, need not be credited by the applicable Master Servicer and to Servicer, Securities Administrator or the applicable Special Servicer to the extent Securities Administrator Collection Account or remitted by the Borrower is obligated to pay such amounts pursuant Master Servicer or Servicer to the related Mortgage Loan Documents); Securities Administrator for deposit in the Securities Administrator Collection Account, as applicable. In the event that the Master Servicer or Servicer shall remit or cause to be remitted to the Securities Administrator for deposit to the Securities Administrator Collection Account any amount not required to be credited thereto, the Securities Administrator, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer or Servicer, shall promptly transfer such amount to the Master Servicer or Servicer, any provision herein to the contrary notwithstanding. The amount at any time credited to the Securities Administrator Collection Account may be invested, in the name of the Indenture Trustee, or its nominee, for the benefit of the Noteholders, in Eligible Investments as directed by the Securities Administrator. All Eligible Investments shall mature or be subject to redemption or withdrawal on or before, and shall follow be held until, the next succeeding Payment Date. Any and all investment earnings on amounts on deposit in the Securities Administrator Collection Account from time to time shall be for the account of the Master Servicer. The Securities Administrator from time to time shall be permitted to withdraw or receive distribution of any and all investment earnings from the Securities Administrator Collection Account for payment to the Master Servicer. The risk of loss of moneys required to be distributed to the Noteholders resulting from such collection procedures as are consistent with investments shall be borne by and be the Servicing Standard; provided that risk of the applicable Master Servicer. The Master Servicer shall not, with respect to deposit the amount of any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to such loss in the payment Securities Administrator Collection Account within two Business Days of Post-ARD Additional Interest (other receipt of notification of such loss but not later than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days Business Day prior to the Stated Maturity Payment Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, on which the applicable Master Servicer shall send a notice moneys so invested are required to be distributed to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity dateNoteholders. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of Continuously from ------------------------------------ the applicable date hereof until the principal and interest on all Mortgage Loans are paid in full, the Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement will proceed diligently to collect all payments required due under the terms and provisions each of the respective Serviced Mortgage Loans when the same shall become due and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingpayable and shall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, it follows with respect to any Mortgage Loan comparable mortgage loans held in its own portfolio; provided, however, that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Master Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, not waive any increase in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with Rate permitted by the terms of the related any Mortgage Loan DocumentsNote (unless such increase is not permitted by applicable law). Consistent with the foregoing, the applicable Master Servicer may in its discretion (i) waive any assumption fee, late payment charge or the applicable Special Servicer may grant case-by-case waivers of Default Charges other charge in connection with a late payment on a Mortgage Loan and (ii) if the Mortgagor is in default or Serviced Pari Passu Companion Loan. about to be in default because of the Mortgagor's financial condition, arrange a schedule, running for no more than 180 days after the Due Date for the initial delinquent installment on the related Mortgage Note, for the liquidation of delinquent items. The foregoing clause (bii) At least ninety (90) days prior is subject to the Stated Maturity Date of each Balloon Mortgage Loan proviso that is a Serviced Mortgage Loan, the applicable Master Servicer shall send may in its discretion arrange with the Mortgagor a notice to schedule for the related Borrower payment of interest and principal due and unpaid for a period that exceeds 180 days if such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known arrangement is determined by the applicable Master Servicer to be owing on reasonable and consistent with its then current practices respecting comparable mortgage loans held in its own portfolio, including but not limited to its practices regarding mortgage loans secured by mortgage properties located in federally designated disaster areas. Any such arrangements shall not diminish or otherwise affect the Master Servicer's obligation to make Advances pursuant to Section 6.03. At its sole discretion, the Master Servicer may, but shall not be obligated to, purchase a Non-Trust-Serviced Pooled Defaulted Mortgage Loan in accordance with the terms at its Purchase Price. For purposes of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor this Agreement, then any such Defaulted Mortgage Loan so purchased by the Master Servicer shall provide notice be deemed to be a Liquidated Mortgage Loan that became liquidated at the time of such failure to purchase, and the related Non-Trust Purchase Price paid by the Master Servicer shall be Liquidation Proceeds. The Master Servicer shall deposit such Purchase Price in the Certificate Account at the time of such purchase and shall be entitled to receive an instrument of assignment or transfer from the related Non-Trust TrusteeTrustee in the same manner as provided in Section 2.02.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer will make remittances itself or will coordinate and monitor remittances by Sub-Servicers to the applicable Special Trustee with respect to the related Mortgage Loans in accordance with this Agreement. (b) Each Master Servicer shall make its reasonable best efforts consistent with the Servicing Standard and the terms of this Agreement to collect or cause to be collected all payments required under the terms and provisions of the respective Serviced related Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated shall follow, and use its best efforts to service hereunder (includingcause Sub-Servicers to follow, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable collection procedures comparable to the applicable Master Servicer and to the applicable Special Servicer collection procedures of prudent mortgage lenders servicing mortgage loans for their own account to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall follow such collection procedures as are be consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsthis Agreement. Consistent with the foregoing, the applicable each Master Servicer may in its discretion (i) waive or the applicable Special Servicer may grant case-by-case waivers of Default Charges permit to be waived any late payment charge, prepayment charge, assumption fee, or any penalty interest in connection with the prepayment of a late payment on a related Mortgage Loan and (ii) suspend or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior temporarily reduce or permit to be suspended or temporarily reduced regular monthly payments for a period of up to six months, or arrange or permit an arrangement with a Mortgagor for a scheduled liquidation of delinquencies. In the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable event either Master Servicer shall send a notice consent to the deferment of the due dates for payments due on a related Borrower Mortgage Note, such Master Servicer shall nonetheless make a Monthly Advance or shall cause the related Sub-Servicer to make an advance to the same extent as if such installment were due, owing and delinquent and had not been deferred through liquidation of the Mortgaged Property; PROVIDED, HOWEVER, that the obligation of such maturity date (with Master Servicer to make a copy to be sent Monthly Advance shall apply only to the applicable Special Servicer) and shall request confirmation extent that the Balloon Payment will be paid by such maturity dateMaster Servicer believes, in good faith, that such advances are not Nonrecoverable Advances. (c) With Notwithstanding anything in this Agreement to the contrary, neither Master Servicer may make any advances of amounts due in the future with respect to each Non-Trust-Serviced Pooled a related Mortgage Loan, if the applicable Loan and such Master Servicer does shall not receive permit (i) any modification with respect to any related Mortgage Loan that would change the Mortgage Interest Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) any modification, waiver or amendment of any term of any related Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and (B) cause the Trust Fund to fail to qualify as a Non-Trust REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions after the startup date" under the REMIC Provisions. (d) Within five Business Days after either Master Servicer any Monthly Payment has determined that all amounts which it expects to recover from or other amounts known by the applicable Master Servicer to be owing on account of a Non-Trust-Serviced Pooled related Mortgage Loan have been recovered and that no further Liquidation Proceeds will be received in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreementconnection therewith, then such Master Servicer shall provide notice to the Trustee a certificate of a Servicing Officer that such Mortgage Loan became a Liquidated Mortgage Loan as of the date of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trusteedetermination.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collectionStandards), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer each may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loanit is obligated to service hereunder. (b) At least ninety All amounts collected on any Mortgage Loan in the form of payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (90including, without limitation, for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the related Mortgage Note and Mortgage and, in the absence of such express provisions, shall be applied (after reimbursement to the Stated Maturity Date Servicer, the Trustee and/or the Fiscal Agent for any related Servicing Advances and interest thereon as provided herein): first, as a recovery of each Balloon accrued and unpaid interest on such Mortgage Loan that is at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a Serviced recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance and third, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan, the applicable Master Servicer including, without limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Charges. Amounts collected on any REO Loan shall send a notice to the related Borrower of such maturity date (with a copy be deemed to be sent to applied in accordance with the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity datedefinition thereof. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if To the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance extent consistent with the terms of the related Non-Trust Pooling Mortgage Loans and Servicing Agreement and/or applicable law, the Servicer shall apply all Insurance and Condemnation Proceeds it receives on a day other than the first day of a month to amounts due and owing under the related Intercreditor Agreement, then Mortgage Loan as if such Master Servicer shall provide notice Insurance and Condemnation Proceeds were received on the first day of the calendar month immediately succeeding the month in which such failure to the related Non-Trust Master Servicer Insurance and the related Non-Trust TrusteeCondemnation Proceeds were received.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer will coordinate and monitor remittances by Sub-Servicers to the applicable Special Trustee with respect to the Mortgage Loans in accordance with this Agreement. (b) The Master Servicer shall make its reasonable best efforts consistent with the Servicing Standard and the terms of this Agreement to collect or cause to be collected all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated shall follow, and use its best efforts to service hereunder (includingcause Sub-Servicers to follow, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable collection procedures comparable to the applicable Master Servicer and to the applicable Special Servicer collection procedures of prudent mortgage lenders servicing mortgage loans for their own account to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall follow such collection procedures as are be consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsthis Agreement. Consistent with the foregoing, the applicable Master Servicer may in its discretion (i) waive or the applicable Special Servicer may grant case-by-case waivers of Default Charges permit to be waived any late payment charge, prepayment charge, assumption fee, or any penalty interest in connection with the prepayment of a late payment Mortgage Loan and (ii) suspend or reduce or permit to be suspended or reduced regular monthly payments for a period of up to six months, or arrange or permit an arrangement with a Mortgagor for a scheduled liquidation of delinquencies. In the event the Master Servicer shall consent to the deferment of the due dates for payments due on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage LoanNote, the applicable Master Servicer shall send nonetheless make a notice Monthly Advance or shall cause the related Sub-Servicer to make an advance to the related Borrower same extent as if such installment were due, owing and delinquent and had not been deferred through liquidation of such maturity date (with the Mortgaged Property; provided, however, that the obligation of the Master Servicer to make a copy to be sent Monthly Advance shall apply only to the applicable Special Servicer) and shall request confirmation extent that the Balloon Payment will be paid by Master Servicer believes, in good faith, that such maturity dateadvances are not Nonrecoverable Advances. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within five Business Days after the applicable Master Servicer does not receive has determined that all amounts which it expects to recover from or on account of a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan have been recovered and that no further Liquidation Proceeds will be received in accordance with connection therewith, the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice to the Trustee a certificate of a Servicing Officer that such Mortgage Loan became a Liquidated Mortgage Loan as of the date of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trusteedetermination.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the applicable Master date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to will diligently collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the respective Serviced Mortgage Loans any related Primary Insurance Policy and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingApplicable Regulations, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; provided that the applicable Master Mortgage Loans and held for its own account. The Servicer shall notapply all payments on a Mortgage Loan as follows: first, to reimburse itself for any related unreimbursed Advances; second, to the Monthly Payment due on the Mortgage Loan with respect to the current Due Date; third, to unpaid Monthly Payments due on the Mortgage Loan as of any prior Due Date since the Cut-off Date with respect to which the Servicer has not previously made an Advance; fourth, to reimburse itself for any related unreimbursed Servicing Advances; fifth, to any ancillary servicing compensation (i.e. amounts that may be retained by the Servicer pursuant to Section 2.18 hereof); and sixth, to any partial prepayments on such Mortgage Loan; provided; that with respect to any Liquidated Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment DateLoan, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking Servicer may apply Liquidation Proceeds thereon to cover both unreimbursed Advances and unreimbursed Servicing Advances on such Liquidated Mortgage Loan pursuant to priority first above and (ii) following application of an enforcement action with respect such Liquidation Proceeds to cover unreimbursed Advance and Servicing Advances, all remaining Liquidation Proceeds shall be applied to the outstanding Principal Balance of such Liquidated Mortgage Loan prior to applying any remaining amounts pursuant to the payment of application procedures set forth pursuant to clauses fourth and fifth above. The Servicer will take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other amounts due under such Mortgage Loan ischarges that, as provided in the reasonable judgment of such Special ServicerMortgage, will become due and without regard payable to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that end that the applicable Master Servicer or installments payable by the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment Mortgagors will be paid by sufficient to pay such maturity datecharges as and when they become due and payable. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu the Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Pari Passu Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (reduced, in the case of an Outside Serviced Trust Mortgage Loan, by the related Outside Servicing Fee Rate) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by a Grace Building Servicer to cover interest shortfalls incurred with respect to the Grace Building Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to the Grace Building Trust Mortgage Loan prior to the related Due Date during the relevant Grace Building Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). Further, in the case of the 222 East 41st Street Loan Pair, any amounts paid by the 222 East 40xx Xxxxxx Xxx-Xxxxx Mortgage Loan Noteholder in the natxxx xx xxxxxxxxxx xxmages with respect to the 222 East 41st Street Trust Mortgage Loan, in accordance with Sectixx 0.00(xx) xx xxx 022 East 41st Street Co-Lender Agreement, shall be promptly deposixxx xxxx xxx Xxxx xx Xxxxx Xxxerve Fund and shall be treated and applied, for all purposes of this Agreement, in the same manner as a Loss of Value Payment with respect to the 222 East 41st Street Trust Mortgage Loan would be treated and applxxx. (x) Xxxxxtly following the Closing Date, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the Meriden Mall Master Servicer, stating that, as of the Closing Date, the Trustee is the holder of the Meriden Mall Trust Mortgage Loan and directing the Meriden Mall Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related Meriden Mall Trust Mortgage Loan Documentsunder the Meriden Mall Co-Lender Agreement and the Meriden Mall Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from the Meriden Mall Master Servicer or any other party under the Meriden Mall Servicing Agreement and/or the Meriden Mall Co-Lender Agreement with respect to the Meriden Mall Trust Mortgage Loan, the Meriden Mall Mortgaged Property or any Meriden Mall REO Property. In connection with the foregoing, the applicable Master Servicer shall provide the Meriden Mall Master Servicer wiring instructions for remittances to the Master Servicer. In the event that, during any calendar month, the Master Servicer fails to so receive any amounts, including advances, due to the holder of the Meriden Mall Trust Mortgage Loan under the Meriden Mall Co-Lender Agreement and the Meriden Mall Servicing Agreement by the end of the related Collection Period ending in such calendar month, then the Master Servicer shall promptly (i) notify the Meriden Mall Master Servicer as well as the Meriden Mall Trustee that such amounts due with respect to the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan have not been received (specifying the amount of such deficiency), (ii) make inquiry of the Meriden Mall Master Servicer and the Meriden Mall Trustee (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the Meriden Mall Master Servicer promptly remedy such failure to make a payment or an advance, as the case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer fails to make such P&I Advance with respect to the Meriden Mall Trust Mortgage Loan or any Meriden Mall REO Trust Mortgage Loan, then the Trustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance. (d) Promptly following the Closing Date, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the Grace Building Master Servicer, stating that, as of the Closing Date, the Trustee is the holder of the Grace Building Trust Mortgage Loan and directing the Grace Building Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of the Grace Building Trust Mortgage Loan under the Grace Building Co-Lender Agreement and the Grace Building Servicing Agreement. The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from the Grace Building Master Servicer or any other party under the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection Grace Building Servicing Agreement with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior respect to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Grace Building Trust Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer Grace Building Mortgaged Property or any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance Grace Building REO Property. In connection with the terms of foregoing, the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice the Grace Building Master Servicer wiring instructions for remittances to the Master Servicer. In the event that, during any calendar month, the Master Servicer fails to so receive any amounts due to the holder of the Grace Building Trust Mortgage Loan under the Grace Building Co-Lender Agreement and the Grace Building Servicing Agreement by the end of the related Collection Period ending in such calendar month, then the Master Servicer shall promptly (i) notify the Grace Building Master Servicer as well as the Grace Building Trustee that such amounts due with respect to the Grace Building Trust Mortgage Loan or any Grace Building REO Trust Mortgage Loan have not been received (specifying the amount of such failure to deficiency), (ii) make inquiry of the related Non-Trust Grace Building Master Servicer and the related Non-Grace Building Trustee (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the Grace Building Master Servicer promptly remedy such failure to make a payment, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer fails to make such P&I Advance with respect to the Grace Building Trust TrusteeMortgage Loan or any Grace Building REO Trust Mortgage Loan, then the Trustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan that it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan; provided that the Master Servicer or Serviced Pari Passu Companion the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. (b) At least ninety (90) days . Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the Stated Maturity Date occurrence of each Balloon Mortgage Loan that is a Serviced Mortgage LoanConsultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the applicable Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and shall request confirmation that during the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loancontinuance of a Control Event, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer or Special Servicer, as applicable, may waive any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan Penalty Charge in accordance with the terms Servicing Standard without the consent of the related Non-Directing Certificateholder. (i) All amounts collected by or on behalf of the Trust Pooling in respect of a Mortgage Loan shall be applied to amounts due and Servicing Agreement and/or owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Intercreditor AgreementMortgage Loan documents, then other than with respect to the application of Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer, for any related outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer shall provide notice Servicer) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Fund expenses; second, as a recovery of accrued and unpaid interest on such Mortgage Loan, that has not been the subject of a P&I Advance, at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any the Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided provided, that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; Standards), provided that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, has been paid in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestfull; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable Master Servicer or the applicable Special The Servicer may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Servicer has given notice of a proposed waiver to the Directing Certificateholder, and the Directing Certificateholder has consented to such additional waiver (provided that if the Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon All amounts collected on any Mortgage Loan that is a Serviced Mortgage Loanor Companion Loan in the form of payments from Mortgagors, the applicable Master Servicer Insurance and Condemnation Proceeds or Liquidation Proceeds shall send a notice be applied to amounts due and owing under the related Borrower of such maturity date Mortgage Note and Mortgage (with a copy to be sent to the applicable Special Servicerincluding, without limitation, for principal and accrued and unpaid interest) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms express provisions of the related Non-Trust Pooling Mortgage Note and Servicing Agreement and/or Mortgage (and, with respect to each Loan Pair, the related AB Intercreditor Agreement) and, then such Master Servicer shall provide notice in the absence of such failure express provisions, shall be applied (after reimbursement first to the Trustee and second to the Servicer or Special Servicer, as applicable, for any related NonServicing Advances and interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Fund expenses): first, in connection with Insurance and Condemnation Proceeds or Liquidation Proceeds, as a recovery of a Workout-Trust Master Servicer Delayed Reimbursement Amount or Nonrecoverable Advances, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; second, as a recovery of accrued and unpaid interest on such Mortgage Loan or Companion Loan, as applicable, at the related Non-Trust TrusteeMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, as a recovery of principal of such Mortgage Loan then due and owing; fourth, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges, Yield Maintenance Charges and Excess Interest; and fifth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the extent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan and Companion Loan, as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans, the Companion Loans and any Serviced Pari Passu the Trust Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that the applicable Master Servicer shall not, with respect to any each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (Bexclusive of any portion representing accrued Excess Interest) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan ishas been paid in full); provided, in the reasonable judgment of such Special Servicerfurther, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoing, the applicable The Master Servicer or the applicable Special Servicer Servicer, as applicable, may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan, Companion Loan and the Trust Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan, Serviced Companion Loan and the Trust Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and the Trust Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan, Companion Loan or Serviced Pari Passu Trust Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder. (bi) At least ninety All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (90including for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the Stated Maturity Date application of each Balloon Mortgage Loan that is Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance the form of payments from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan or Trust Companion Loan pursuant to the terms of the related NonIntercreditor Agreement) will be applied in the following order of priority: first, as a reimbursement first, to the Trustee and second, to the Master Servicer or the Special Servicer, as applicable, for any outstanding Advances related to such Mortgage Loan or REO Loan (including Workout-Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer or the Special Servicer, as applicable) and interest thereon as provided in this Agreement and unpaid servicing compensation and related additional Trust Pooling Fund expenses; second, as a recovery of accrued and Servicing Agreement and/or unpaid interest on such Mortgage Loan or REO Loan, that has not been the subject of a P&I Advance, at the related Intercreditor AgreementMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; third, then such Master Servicer shall provide notice as a recovery of Unliquidated Advances, and, without duplication, principal of such failure Mortgage Loan or REO Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the related Non-Trust Master Servicer and Certificateholders being reduced as a result of the related Non-Trust Trustee.first proviso in the definition of “Principal Distribution Amount”;

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer Countrywide shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required due under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related each Mortgage Loan Documents); in accordance with Accepted Servicing Practices. Further, Countrywide shall take care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, and all other charges that are required to be escrowed in accordance with Accepted Servicing Practices. Countrywide shall follow such collection procedures as are consistent with the Servicing Standard; provided that the applicable Master Servicer shall not, not waive any Prepayment Charge with respect to any Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If Countrywide fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect Countrywide shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Post-ARD Additional Interest the Prepayment Charge which was not collected. Notwithstanding the above, Countrywide may waive a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (other than i) if the making Mortgage Loan is in default and such waiver would maximize recovery of requests for its collection)total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment waiver of such Special Servicer, Prepayment Charge is standard and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with customary in servicing similar Mortgage Loans (including the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment waiver of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges a Prepayment Charge in connection with a late payment on refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default), (ii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iii) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (iv) notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan or Serviced Pari Passu Companion Loanis in foreclosure. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; Standards), provided that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (Excess Interest, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, has been paid in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestfull; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent The Servicer may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to a Grace Building Senior Companion Loan without the foregoingconsent of the holder of such Grace Building Senior Companion Loan after the securitization of the Grace Building A-2 Note, the applicable Master Servicer Grace Building A-3 Note or the applicable Special Servicer may grant case-by-case waivers of Default Charges Grace Building A-4 Note) in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loan it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Servicer has given notice of a proposed waiver to the Directing Certificateholder (and with respect to any Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder), and the Directing Certificateholder (and with respect to any Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder) has consented to such additional waiver (provided that if the Servicer fails to receive a response to such notice from the Directing Certificateholder (and with respect to any Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder) in writing within five (5) days of giving such notice, then the Directing Certificateholder (and with respect to any Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder) shall be deemed to have consented to such proposed waiver). (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon All amounts collected on any Mortgage Loan that is a Serviced Mortgage Loanor Companion Loan in the form of payments from Mortgagors, the applicable Master Servicer Insurance and Condemnation Proceeds or Liquidation Proceeds shall send a notice be applied to amounts due and owing under the related Borrower of such maturity date Mortgage Note and Mortgage (with a copy to be sent to the applicable Special Servicerincluding, without limitation, for principal and accrued and unpaid interest) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms express provisions of the related Non-Trust Pooling Mortgage Note and Servicing Agreement and/or Mortgage (and, with respect to each Loan Pair, the related Intercreditor Agreement) and, then such Master Servicer shall provide notice in the absence of such failure express provisions, such payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied (after reimbursement first to the Trustee and/or to the Fiscal Agent, as applicable and second to the Servicer or Special Servicer, as applicable, for any related Non-outstanding Servicing Advances (including Workout Delayed Reimbursement Amounts that have not been reimbursed to the Servicer) and interest thereon as provided herein and unpaid servicing compensation, Liquidation Expenses and related additional Trust Master Servicer Fund expenses): first, as a recovery of accrued and unpaid interest on such Mortgage Loan or Companion Loan, as applicable, at the related Non-Trust TrusteeMortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a recovery of a Workout Delayed Reimbursement Amount, third as a recovery of principal of such Mortgage Loan then due and owing, in each case, that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the first proviso in the definition of "Principal Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as a recovery of Nonrecoverable Advances; fifth, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan or Companion Loan, as applicable, including, without limitation, Penalty Charges, Yield Maintenance Charges and Excess Interest; and sixth, as a recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to the extent of its entire unpaid principal balance. Notwithstanding the preceding, such provisions shall not be deemed to affect the priority of distributions of payments. To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in accordance with the preceding sentence. Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof.

Collection of Mortgage Loan Payments. (a) Each of the applicable The Master Servicer (with respect to Performing Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related Loan documents and, to the extent consistent with the foregoing, the Servicing Standard; , provided that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Excess Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Special Servicer (as to Specially Serviced Loans) may waive any Default Charges in connection with any specific delinquent payment on a Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or the if applicable Special Servicer a Sub-Servicer) may grant case-by-case waivers a one time waiver of Default Charges in connection with a late payment on payment, provided that for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or Serviced Pari Passu Companion Loanmore past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Directing Certificateholder before granting such waiver subject to the obligation of the Master Servicer to act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if it has not responded in writing (which may be via fax or e-mail) within ten Business Days of its receipt of such request. (bi) At least ninety (90) 90 days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower Mortgagor of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request written confirmation that the Balloon Payment will be paid by such maturity date. (cii) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if Within 60 days after the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment Closing Date (or other amounts known within such shorter period as may be required by the applicable Letter of Credit), the Master Servicer to be owing on shall notify each provider of a Non-Trust-Serviced Pooled Letter of Credit for any Mortgage Loan that the Master Servicer or the Special Servicer, on behalf of the Trustee for the benefit of the Certificateholders, shall be the beneficiary under each such Letter of Credit. The Master Servicer shall maintain and execute each such Letter of Credit, if applicable, in accordance with the terms related Loan documents. (iii) Within 60 days after the Closing Date as to each Loan that is secured by the interest of the related Non-Mortgagor under a Ground Lease (or within such shorter period as may be required by the applicable Ground Lease), the Master Servicer shall notify the related ground lessor of the transfer of such Mortgage Loan to the Trust Pooling pursuant to this Agreement and Servicing Agreement and/or inform such ground lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. All amounts received by the Trust with respect to a Whole Loan shall be applied to amounts due and owing thereunder (including for principal and accrued and unpaid interest) in accordance with the express provisions of this Agreement, the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includinghereunder, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; provided Standards), provided, that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Servicer and Special Servicer (including the Special Servicer and in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Excess Interest (or principal in excess of the principal component of the constant Monthly Payment, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment maturity date of the applicable Special Servicerrelated Mortgage Loan; provided, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. .. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer each may grant case-by-case waivers of Default Charges in its discretion waive any Penalty Charge in connection with a late any delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loanit is obligated to service hereunder. (b) At least ninety All amounts collected on any Mortgage Loan in the form of payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation Proceeds shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (90including, without limitation, for principal and accrued and unpaid interest) days prior in accordance with the express provisions of the related Mortgage Note and Mortgage and, in the absence of such express provisions, shall be applied (after reimbursement to the Stated Maturity Date Servicer and/or the Trustee for any related Servicing Advances and interest thereon as provided herein): first, as a recovery of each Balloon accrued and unpaid interest on such Mortgage Loan that is at the related Mortgage Rate in effect from time to time to but not including the Due Date in the Due Period of receipt; second, as a Serviced recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance and third, in accordance with the Servicing Standards, as a recovery of any other amounts due and owing on such Mortgage Loan, the applicable Master Servicer including, without limitation, Prepayment Premiums, Yield Maintenance Charges, Penalty Charges and Excess Interest. Amounts collected on any REO Loan shall send a notice to the related Borrower of such maturity date (with a copy be deemed to be sent to applied in accordance with the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity datedefinition thereof. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if To the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance extent consistent with the terms of the related Non-Trust Pooling Mortgage Loans and Servicing Agreement and/or applicable law, the Servicer shall apply all Insurance and Condemnation Proceeds it receives on a day other than the first day of a month to amounts due and owing under the related Intercreditor Agreement, then Mortgage Loan as if such Master Servicer shall provide notice Insurance and Condemnation Proceeds were received on the first day of the calendar month immediately succeeding the month in which such failure to the related Non-Trust Master Servicer Insurance and the related Non-Trust TrusteeCondemnation Proceeds were received.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the applicable Master Servicer and date hereof until the applicable Special Servicer shall make efforts consistent with date each Mortgage Loan ceases to be serviced subject to this Agreement, the Servicing Standard and the terms of this Agreement Seller will proceed diligently to collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of the respective Serviced related Primary Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (includingInsurance Policy, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; Mortgage Loans and held for its own account. Further, the Seller will take special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the applicable Master Servicer installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Seller shall not, not waive any Prepayment Penalty with respect to any Mortgage Loan that constitutes an ARD which contains a Prepayment Penalty which prepays during the term of the charge. If the Seller fails to collect the Prepayment Penalty to which the Purchaser is entitled pursuant to the terms of this Agreement and the related Purchase Price and Terms Letter upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Penalty, take any enforcement action with respect the Seller shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Post-ARD Additional Interest the Prepayment Penalty which was not collected. Notwithstanding the above, the Seller may waive (other than and shall waive, in the making case of requests for its collection), and (v) below) a Prepayment Penalty without paying the applicable Special Servicer may do so only Purchaser the amount of the Prepayment Penalty (i) if (A) such the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan, (ii) if the prepayment is not a Specially Serviced result of a refinancing by the Seller or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan, (iii) if the collection of the Prepayment Penalty would be in violation of applicable laws, (iv) if the collection of such Prepayment Penalty would be considered "predatory" pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (Bv) either notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Seller hereby acknowledges that for the purposes of the preceding sentence, (i) the taking of an enforcement action with respect law applicable to the payment enforcement of other amounts due under such prepayment penalties and charges is the law applicable to the related originator of the Mortgage Loan is, in the reasonable judgment of such Special Servicer, Loans and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under state laws prohibiting or limiting prepayment penalties or charges are preempted and thereby inapplicable if the related originator of the mortgage loans is a federal association or federal bank or an operating subsidiary of such Mortgage Loan have been paidinstitution. In the event the Seller determines that (i) the foregoing acknowledgement is no longer accurate and (ii) applicable state law would prevent it from fully enforcing prepayment penalties or charges, the payment of Seller shall (i) provide prompt notice to such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior effect to the Stated Maturity Date Purchaser and (ii) provide a written opinion of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive counsel from a Non-Trust Master Servicer any Monthly Payment nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or other amounts known by the charges would violate applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trusteelaw.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that none of the applicable Master Servicers or the Special Servicer shall notshall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Serviced Mortgage Loan, provided that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the Special Servicer, which shall have obtained the consent of the Controlling Class Representative and/or the related Serviced Pari Passu Companion LoanMortgage Loan Group Controlling Party, as and to the extent contemplated by Sections 3.08, 3.20, 3.24 and 3.27, as applicable. (b) At least ninety (90) 90 days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage LoanLoan (if any): (i) promptly following the Closing Date, if the Trustee shall send written notice, accompanied by an executed version of this Agreement, to the trustee under the applicable Master Servicer does not receive from a pooling and servicing agreement and the related Non-Trust Master Servicer any Monthly Payment or other amounts known by stating that, as of the applicable Master Servicer to be owing on a Closing Date, the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan and directing each such recipient to remit to the applicable Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the applicable Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Trust-Serviced Pooled Mortgage Loan under the related Mortgage Loan Group Intercreditor Agreement and such pooling and servicing agreement; in addition, such notice shall provide contact information for the Trustee, the applicable Master Servicer, the Special Servicer and the Controlling Class Representative. (ii) with respect to such Non-Trust-Serviced Pooled Mortgage Loan, the related Mortgaged Property or any related REO Property, the applicable Master Servicer shall, on the day of receipt thereof, if such Master Servicer is the same Person or an Affiliate of the related Non-Trust Master Servicer, and otherwise within one Business Day following the receipt thereof, deposit into its Collection Account all amounts received by it from the Non-Trust Master Servicer or any other party under a Non-Trust Servicing Agreement; (iii) if, as of the close of business on the Determination Date on which a Collection Period ends in any calendar month, the applicable Master Servicer has not received a Monthly Payment due on such Non-Trust-Serviced Pooled Mortgage Loan during such Collection Period for any reason (whether because such Due Date has not yet occurred, the grace period for such Monthly Payment has not yet expired, the related Borrower has failed to make such Monthly Payment, the remittance date for such Monthly Payment has not yet occurred under the terms of the Non-Trust Servicing Agreement or the related Non-Trust Master Servicer has failed to timely make a remittance of such Monthly Payment that it is required to have made), then (A) for the avoidance of doubt, the applicable Master Servicer shall make a P&I Advance with respect to such amount on the Master Servicer Remittance Date immediately succeeding such Collection Period, subject to and in accordance with Section 4.03 (and, in accordance with such Section 4.03, if the applicable Master Servicer fails to make such P&I Advance, then the Trustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance); and (B) notwithstanding any contrary provision of Section 4.03, Advance Interest shall not commence accruing on such P&I Advance until the date that is (i) one calendar day after the later of the Due Date for such Monthly Payment or the expiration of the grace period, if any, applicable to such Due Date, but only if the Borrower failed to make its Monthly Payment on such date, or (ii) otherwise, the date that is one calendar day after the date on which the related Non-Trust Master Servicer is required to remit such Monthly Payment to the applicable Master Servicer pursuant to the terms of the applicable Non-Trust Servicing Agreement and/or applicable Mortgage Loan Group Intercreditor Agreement; and (iv) if the applicable Master Servicer has notice, or a Servicing Officer of the Master Servicer has knowledge, of a material failure of a Non-Trust Master Servicer to make a remittance that it is required to make to such applicable Master Servicer under the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Mortgage Loan Group Intercreditor Agreement, then such applicable Master Servicer shall provide notice of such failure to such Non-Trust Master Servicer, the trustee or other holder of the related Non-Pooled Pari Passu Companion Loans under the related Non-Trust Servicing Agreement, the Trustee and the Controlling Class Representative. (d) With respect to each Pooled Mortgage Loan for which the Due Date is scheduled to occur on the 5th day of each month (subject to any applicable business day convention), each of which Pooled Mortgage Loans permits prepayments (after the end of any applicable lockout period) to be made on any day of a month without an accompanying payment of interest that would have accrued to the next Due Date, to the extent that a voluntary Principal Prepayment is received by the applicable Master Servicer after the end of the Collection Period ending in such month, such Principal Payment and any accompanying interest (and any accompanying Prepayment Premium or Yield Maintenance Charge that is Received by the Trust) (and the interest referred to above shall be net of any portion thereof that is similar to a Prepayment Interest Excess representing interest accrued from and after the Due Date in such month, which portion shall be retained by the applicable Master Servicer as Additional Master Servicer Compensation) will nevertheless be distributed to Certificateholders on the Distribution Date occurring in such month if the applicable Master Servicer (a) provides notice to the Certificate Administrator and the Servicer Report Administrator no later than 2:00 p.m. (New York City time) two (2) Business Days prior to the related Non-Trust TrusteeDistribution Date reflecting the related Borrower's intention to make such payment, and (b) both (i) remits such payment (together with, solely in the case of a Principal Prepayment made before a Due Date, a payment from such Master Servicer's own funds in an amount equal to the interest that would have accrued (at the related Net Mortgage Rate) on the Principal Prepayment from and including the date of the Principal Prepayment to but excluding such Due Date) to the Certificate Administrator not later than 1:00 p.m. (New York City time) on the related Master Servicer Remittance Date and (ii) provides to the Certificate Administrator a revised CMSA Loan Periodic Update File not later than 9:00 a.m. (New York City time) on the related Master Servicer Remittance Date. If the timing and notice requirements set forth in (a) and (b) above are satisfied with respect to such voluntary Principal Prepayment, such payment shall be included as part of the Master Servicer Remittance Amount for the applicable Master Servicer for the related Distribution Date and the Principal Distribution Amount that would otherwise have been in effect for the related Distribution Date shall be increased by the amount of such Principal Prepayment. If the timing and notice requirements set forth in (a) and (b) above are not satisfied with respect to such voluntary Principal Prepayment, then (A) such circumstances shall constitute an Event of Default of the applicable Master Servicer but the applicable Master Servicer shall be entitled to cure such Event of Default (and may not be terminated under Article VII unless it does not effect such cure) by making, not later than the Master Servicer Remittance Date occurring in the month immediately following the month in which the Principal Prepayment occurred, a payment of cash, from its own funds without right of reimbursement therefor, to the Certificate Administrator (for deposit in the Distribution Account) in an amount equal to the sum of one month's interest at the Net Mortgage Rate of the related Pooled Mortgage Loan on a principal amount equal to such Principal Prepayment and, solely in the case of a Principal Prepayment made before a Due Date, the interest that would have accrued (at the related Net Mortgage Rate) on the Principal Prepayment from and including the date of the Principal Prepayment to but excluding such Due Date; and (B) such Principal Prepayment (and such accompanying Prepayment Premium or Yield Maintenance Charge), and any accompanying interest will be deemed to have been received during the Collection Period related to the Distribution Date occurring in the month immediately following the month in which such Principal Prepayment was made. Notwithstanding any contrary provision of the foregoing, the applicable Master Servicer shall not be required to make (and shall not be in default hereunder for not making) a payment of one month's interest otherwise described in the preceding sentence to the extent that such interest otherwise constitutes all or a portion of any Compensating Interest Payment that the applicable Master Servicer otherwise makes in respect of the related Pooled Mortgage Loan. In the case of each Pooled Mortgage Loan for which the Stated Maturity Date is scheduled to occur on a day other than the first day of a month (subject to any applicable business day convention), if the related Balloon Payment due on such Stated Maturity Date is timely received but such date happens to fall later than the end of the Collection Period ending in the same month, then the applicable Master Servicer shall (a) provide notice to the Certificate Administrator and the Servicer Report Administrator no later than 2:00 p.m. (New York City time) two (2) Business Days prior to the related Distribution Date reflecting the related Borrower's intention to make such payment, and (b) both (i) remit such payment to the Certificate Administrator not later than 1:00 p.m. (New York City time) on the related Master Servicer Remittance Date and (ii) provide to the Certificate Administrator a revised CMSA Loan Periodic Update File not later than 9:00 a.m. (New York City time) on the related Master Servicer Remittance Date, in which case such Balloon Payment shall be considered to have been received during the Collection Period related to the Distribution Date occurring in such month for purposes of the remittance of the Master Servicer Remittance Amount for the applicable Master Servicer for such Distribution Date and the distribution of the Available Distribution Amount and the Principal Distribution Amount for such Distribution Date. For the avoidance of doubt, if such Balloon Payment is not timely received on or before such Stated Maturity Date, then the applicable Master Servicer shall make the applicable P&I Advance on the Master Servicer Remittance Date immediately succeeding such Collection Period, subject to and in accordance with Section 4.03(b) (and, in accordance with such Section 4.03(b), if the applicable Master Servicer fails to make such P&I Advance, then the Trustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance). In the case of the Pooled Mortgage Loans that permit a prepayment to be made, subject to a next business day convention, during the first five days of a month in which prepayment is permitted, the applicable Master Servicer will in any event be entitled to remit those prepayments as part of the Master Servicer Remittance Amount for that month so as to avoid a Prepayment Interest Shortfall (or similar shortfall) that may otherwise result.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and or the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans it is obligated to service hereunder (includingand shall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided provided, that the applicable Master Servicer shall not, with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment maturity date of the applicable Special Servicerrelated Mortgage Loan; provided, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoingforegoing and subject to Section 3.20, the applicable Master Servicer Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Special Servicer Master Servicer, with regard to a Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may grant case-by-case waivers of Default Charges waive any Penalty Interest or late payment charge in connection with a late any payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety All amounts collected in respect of any Mortgage Loan or Companion Loan in the form of payments from Mortgagors, Liquidation Proceeds (90insofar as such Liquidation Proceeds are of the nature described in clauses (i) days prior through (iii) of the definition thereof) or Insurance Proceeds shall be applied to either amounts due and owing under the related Mortgage Note and Mortgage (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage (and, with respect to a Loan Pair, the related Co-Lender Agreement) or, if required pursuant to the Stated Maturity Date express provisions of each Balloon the related Mortgage, or as determined by the Master Servicer or Special Servicer in accordance with the Servicing Standard, to the repair or restoration of the related Mortgaged Property, and, in the absence of such express provisions, shall be applied for purposes of this Agreement: first, as a recovery of any related and unreimbursed Advances plus unreimbursed interest accrued thereon; second, as a recovery of accrued and unpaid interest at the related Mortgage Loan that is a Serviced Rate on such Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; third, as a recovery of principal of such maturity date Mortgage Loan then due and owing, to the extent such amounts have not been previously advanced, including, without limitation, by reason of acceleration of the Mortgage Loan following a default thereunder; fourth, in accordance with the normal servicing practices of the Master Servicer, as a recovery of any other amounts then due and owing under such Mortgage Loan (other than Additional Interest), including, without limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Interest; fifth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and sixth, with respect to any ARD Loan after its Anticipated Repayment Date, as a copy recovery of any unpaid Additional Interest. All amounts collected on any Mortgage Loan in the form of Liquidation Proceeds of the nature described in clauses (iv) through (vi) of the definition thereof shall be deemed to be sent applied: first, as a recovery of any related and unreimbursed Advances plus interest accrued thereon; second, as a recovery of accrued and unpaid interest at the related Mortgage Rate on such Mortgage Loan to but not including the Due Date in the Collection Period of receipt, to the applicable extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; third, as a recovery of principal, to the extent such amounts have not been previously advanced, of such Mortgage Loan to the extent of its entire unpaid principal balance; and fourth, with respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of any unpaid Additional Interest. No such amounts shall be applied to the items constituting additional servicing compensation as described in the first sentence of Section 3.11(b) or 3.11(d) unless and until all principal and interest then due and payable on such Mortgage Loan has been collected. Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof. The provisions of this paragraph with respect to the application of amounts collected on any Mortgage Loan shall not alter in any way the right of the Master Servicer, the Special ServicerServicer or any other Person to receive payments from the Certificate Account as set forth in clauses (ii) and shall request confirmation that the Balloon Payment will be paid by such maturity datethrough (xiv) of Section 3.05 (a) from amounts so applied. (c) Within 30 days after the Closing Date, the Master Servicer shall notify each Lease Enhancement Policy Insurer and RVI Policy Insurer that (i) both the Master Servicer and the Special Servicer shall be sent notices under each Lease Enhancement Policy and RVI Policy and (ii) Xxxxx Fargo Bank Minnesota, N.A., as trustee for the registered holders of the First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3, respectively, shall be the loss payee under each RVI Policy and shall be named the insured party under each Lease Enhancement Policy. In the event that the Master Servicer has actual knowledge of an Insured Event under any Lease Enhancement Policy or RVI Policy, the Master Servicer shall notify the Special Servicer thereof within three Business Days after learning of such event. With respect to each Non-Trust-Serviced Pooled Mortgage LoanLease Enhancement Policy and RVI Policy, if the applicable Master Servicer and the Special Servicer shall each review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy. The Special Servicer shall prepare and file a "proof of loss" form with the Lease Enhancement Policy Insurer or the RVI Policy Insurer, as the case may be, within five Business Days after receiving notice or obtaining actual knowledge of any Insured Event under the related policy and shall diligently process any claims under such policy in accordance with the Servicing Standard. The Special Servicer shall abide by the terms and conditions relating to enforcing claims and monitor the dates by which any claim or action must be taken (including delivering any notices to the Lease Enhancement Policy Insurer or RVI Policy Insurer or performing any actions required under each policy) under each RVI Policy and Lease Enhancement Policy to realize the full value of such RVI Policy or Lease Enhancement Policy, as applicable, for the benefit of the Certificateholders. The Special Servicer shall give notice to the Master Servicer of any claim made under any Lease Enhancement Policy or RVI Policy and of any Policy Termination Event of which the Master Servicer does not receive from a Non-Trust already have notice. (d) In the event that the Master Servicer receives notice of any Monthly Payment or other amounts known by Policy Termination Event, the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled shall, within three Business Days after receipt of such notice, notify the Special Servicer, the Trustee and the Rating Agencies of such Policy Termination Event in writing. Upon receipt of such notice, the Special Servicer shall, notwithstanding that the servicing of the related Mortgage Loan may not have been transferred to the Special Servicer in accordance with Section 3.21 hereof, address such Policy Termination Event in accordance with the terms Servicing Standard. Any legal fees incurred in connection with a resolution of a Policy Termination Event shall be paid by the related Non-Master Servicer as a Servicing Advance or if such advance is deemed to be a Nonrecoverable Advance such fees shall be reimbursable to it as an Additional Trust Pooling and Servicing Agreement and/or Fund Expense from the related Intercreditor AgreementCertificate Account pursuant to Section 3.05(a). (e) Within 60 days after the Closing Date, then such the Master Servicer shall provide notify each provider of a letter of credit for each Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer or the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders shall be the beneficiary under each such letter of credit. (f) In the event that the Master Servicer or Special Servicer receives Additional Interest in any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Additional Interest in any Collection Period, the Master Servicer or Special Servicer, as applicable, will promptly notify the Trustee and the Paying Agent. Subject to the provisions of Section 3.02(a) hereof, none of the Master Servicer, the Trustee, the Paying Agent nor the Special Servicer shall be responsible for any such Additional Interest not collected after notice from the related Mortgagor. (g) With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and not apply such items to reduce the principal balance of such failure Mortgage Loan unless otherwise required to do so pursuant to the related Non-Trust Master Servicer and the related Non-Trust Trusteeapplicable Mortgage Loan Documents.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the applicable Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that none of the applicable Master Servicers or the Special Servicer shall notshall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Serviced Mortgage Loan, provided that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the Special Servicer, which shall have obtained the consent of the Controlling Class Representative and/or the related Serviced Pari Passu Companion LoanMortgage Loan Group Controlling Party, as and to the extent contemplated by Sections 3.08, 3.20, 3.24 and 3.27, as applicable. (b) At least ninety (90) 90 days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage LoanLoan (if any): (i) promptly following the Closing Date, if the Trustee shall send written notice in the form of Exhibit P attached hereto, accompanied by an executed version of this Agreement, to the trustee under the applicable Master Servicer does not receive from a pooling and servicing agreement and the related Non-Trust Master Servicer any Monthly Payment or other amounts known by stating that, as of the applicable Master Servicer to be owing on a Closing Date, the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan and directing each such recipient to remit to the applicable Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the applicable Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Non-Trust-Serviced Pooled Mortgage Loan under the related Mortgage Loan Group Intercreditor Agreement and such pooling and servicing agreement; in addition, such notice shall provide contact information for the Trustee, the applicable Master Servicer, the Special Servicer and the Controlling Class Representative. (ii) with respect to such Non-Trust-Serviced Pooled Mortgage Loan, the related Mortgaged Property or any related REO Property, the applicable Master Servicer shall, on the day of receipt thereof, if such Master Servicer is the same Person or an Affiliate of the related Non-Trust Master Servicer, and otherwise within one Business Day following the receipt thereof, deposit into its Collection Account all amounts received by it from the Non-Trust Master Servicer or any other party under a Non-Trust Servicing Agreement; (iii) if, as of the close of business on the Determination Date on which a Collection Period ends in any calendar month, the applicable Master Servicer has not received a Monthly Payment due on such Non-Trust-Serviced Pooled Mortgage Loan during such Collection Period for any reason (whether because such Due Date has not yet occurred, the grace period for such Monthly Payment has not yet expired, the related Borrower has failed to make such Monthly Payment, the remittance date for such Monthly Payment has not yet occurred under the terms of the Non-Trust Servicing Agreement or the related Non-Trust Master Servicer has failed to timely make a remittance of such Monthly Payment that it is required to have made), then (A) for the avoidance of doubt, the applicable Master Servicer shall make a P&I Advance with respect to such amount on the Master Servicer Remittance Date immediately succeeding such Collection Period, subject to and in accordance with Section 4.03 (and, in accordance with such Section 4.03, if the applicable Master Servicer fails to make such P&I Advance, then the Trustee shall make such P&I Advance); and (B) notwithstanding any contrary provision of Section 4.03, Advance Interest shall not commence accruing on such P&I Advance until the date that is (i) one calendar day after the later of the Due Date for such Monthly Payment or the expiration of the grace period, if any, applicable to such Due Date, but only if the Borrower failed to make its Monthly Payment on such date, or (ii) otherwise, the date that is one calendar day after the date on which the related Non-Trust Master Servicer is required to remit such Monthly Payment to the applicable Master Servicer pursuant to the terms of the applicable Non-Trust Servicing Agreement and/or applicable Mortgage Loan Group Intercreditor Agreement; and (iv) if the applicable Master Servicer has notice, or a Servicing Officer of the Master Servicer has knowledge, of a material failure of a Non-Trust Master Servicer to make a remittance that it is required to make to such applicable Master Servicer under the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Mortgage Loan Group Intercreditor Agreement, then such applicable Master Servicer shall provide notice of such failure to such Non-Trust Master Servicer, the trustee or other holder of the related Non-Pooled Pari Passu Companion Loans under the related Non-Trust Servicing Agreement, the Trustee and the Controlling Class Representative. (d) With respect to each Pooled Mortgage Loan for which the Due Date is scheduled to occur on the 5th day of each month (subject to any applicable business day convention), each of which Pooled Mortgage Loans permits prepayments (after the end of any applicable lockout period) to be made on any day of a month without an accompanying payment of interest that would have accrued to the next Due Date, to the extent that a voluntary Principal Prepayment is received by the applicable Master Servicer after the end of the Collection Period ending in such month, such Principal Payment and any accompanying interest (and any accompanying Prepayment Premium or Yield Maintenance Charge that is Received by the Trust) (and the interest referred to above shall be net of any portion thereof that is similar to a Prepayment Interest Excess representing interest accrued from and after the Due Date in such month, which portion shall be retained by the applicable Master Servicer as Additional Master Servicer Compensation) will nevertheless be distributed to Certificateholders on the Distribution Date occurring in such month if the applicable Master Servicer (a) provides notice to the Certificate Administrator and the Servicer Report Administrator no later than 2:00 p.m. (New York City time) two (2) Business Days prior to the related Non-Trust TrusteeDistribution Date reflecting the related Borrower's intention to make such payment, and (b) both (i) remits such payment (together with, solely in the case of a Principal Prepayment made before a Due Date, a payment from such Master Servicer's own funds in an amount equal to the interest that would have accrued (at the related Net Mortgage Rate) on the Principal Prepayment from and including the date of the Principal Prepayment to but excluding such Due Date) to the Certificate Administrator not later than 1:00 p.m. (New York City time) on the related Master Servicer Remittance Date and (ii) provides to the Certificate Administrator a revised CMSA Loan Periodic Update File not later than 9:00 a.m. (New York City time) on the related Master Servicer Remittance Date. If the timing and notice requirements set forth in (a) and (b) above are satisfied with respect to such voluntary Principal Prepayment, such payment shall be included as part of the Master Servicer Remittance Amount for the applicable Master Servicer for the related Distribution Date and the Principal Distribution Amount that would otherwise have been in effect for the related Distribution Date shall be increased by the amount of such Principal Prepayment. If the timing and notice requirements set forth in (a) and (b) above are not satisfied with respect to such voluntary Principal Prepayment, then (A) such circumstances shall constitute an Event of Default of the applicable Master Servicer but the applicable Master Servicer shall be entitled to cure such Event of Default (and may not be terminated under Article VII unless it does not effect such cure) by making, not later than the Master Servicer Remittance Date occurring in the month immediately following the month in which the Principal Prepayment occurred, a payment of cash, from its own funds without right of reimbursement therefor, to the Certificate Administrator (for deposit in the Distribution Account) in an amount equal to the sum of one month's interest at the Net Mortgage Rate of the related Pooled Mortgage Loan on a principal amount equal to such Principal Prepayment and, solely in the case of a Principal Prepayment made before a Due Date, the interest that would have accrued (at the related Net Mortgage Rate) on the Principal Prepayment from and including the date of the Principal Prepayment to but excluding such Due Date; and (B) such Principal Prepayment (and such accompanying Prepayment Premium or Yield Maintenance Charge), and any accompanying interest will be deemed to have been received during the Collection Period related to the Distribution Date occurring in the month immediately following the month in which such Principal Prepayment was made. Notwithstanding any contrary provision of the foregoing, the applicable Master Servicer shall not be required to make (and shall not be in default hereunder for not making) a payment of one month's interest otherwise described in the preceding sentence to the extent that such interest otherwise constitutes all or a portion of any Compensating Interest Payment that the applicable Master Servicer otherwise makes in respect of the related Pooled Mortgage Loan. In the case of each Pooled Mortgage Loan for which the Stated Maturity Date is scheduled to occur on a day other than the first day of a month (subject to any applicable business day convention), if the related Balloon Payment due on such Stated Maturity Date is timely received but such date happens to fall later than the end of the Collection Period ending in the same month, then the applicable Master Servicer shall (a) provide notice to the Certificate Administrator and the Servicer Report Administrator no later than 2:00 p.m. (New York City time) two (2) Business Days prior to the related Distribution Date reflecting the related Borrower's intention to make such payment, and (b) both (i) remit such payment to the Certificate Administrator not later than 1:00 p.m. (New York City time) on the related Master Servicer Remittance Date and (ii) provide to the Certificate Administrator a revised CMSA Loan Periodic Update File not later than 9:00 a.m. (New York City time) on the related Master Servicer Remittance Date, in which case such Balloon Payment shall be considered to have been received during the Collection Period related to the Distribution Date occurring in such month for purposes of the remittance of the Master Servicer Remittance Amount for the applicable Master Servicer for such Distribution Date and the distribution of the Available Distribution Amount and the Principal Distribution Amount for such Distribution Date. For the avoidance of doubt, if such Balloon Payment is not timely received on or before such Stated Maturity Date, then the applicable Master Servicer shall make the applicable P&I Advance on the Master Servicer Remittance Date immediately succeeding such Collection Period, subject to and in accordance with Section 4.03(b) (and, in accordance with such Section 4.03(b), if the applicable Master Servicer fails to make such P&I Advance, then the Trustee shall make such P&I Advance). In the case of the Pooled Mortgage Loans that permit a prepayment to be made, subject to a next business day convention, during the first five days of a month in which prepayment is permitted, the applicable Master Servicer will in any event be entitled to remit those prepayments as part of the Master Servicer Remittance Amount for that month so as to avoid a Prepayment Interest Shortfall (or similar shortfall) that may otherwise result. In the case of the Pooled Mortgage Loan secured by the Mortgaged Property identified on the Pooled Mortgage Loan Schedule as "Shoppes at Kings Grant", if the Balloon Payment is received in accordance with the related Mortgage Loan Documents, WFB as the applicable Master Servicer shall either cause such Balloon Payment to be included in the Master Servicer Remittance Amount for the Distribution Date occurring in the month in which such Balloon Payment is received or shall cause such Balloon Payment to be included in the Master Servicer Remittance Amount for the Distribution Date in the next succeeding month but also cause to be included (out of its own funds) in such Master Servicer Remittance Amount an amount equal to one month's interest on the principal amount of such Balloon Payment at a rate per annum equal to the related Net Mortgage Rate net of the Master Servicing Fee Rate. WFB shall have no right of reimbursement for such additional month of interest.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided provided, however, that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Postinterest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment. (b) All amounts Received by the Trust with respect to any Cross-Collateralized Group in the form of payments from Mortgagors, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, shall be applied by the Master Servicer among the Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related loan documents and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, on a pro rata basis in accordance with the respective amounts then "due and owing" as to each such Mortgage Loan. Except as otherwise contemplated by the following paragraphs in this Section 3.02(b), all amounts Received by the Trust in respect of or allocable to any particular Trust Mortgage Loan (whether or not such Trust Mortgage Loan constitutes part of a Cross-Collateralized Group) in the form of payments from Mortgagors, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be applied to amounts due and owing under such Trust Mortgage Loan (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note, the related Mortgage and/or any related loan agreement and, in the absence of such express provisions or to the extent that such payments and other collections may be applied at the discretion of the lender, as follows: first, as a recovery of any related unpaid servicing expenses and unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid interest on such Trust Mortgage Loan at the related Mortgage Rate (net, in the case of an Outside Serviced Trust Mortgage Loan, of related Outside Servicing Fees) to, but not including, the date of receipt (or, in the case of a full Monthly Payment from any Mortgagor, through the related Due Date), exclusive, however, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, of any such accrued and unpaid interest that constitutes Additional Interest; third, as a recovery of principal of such Trust Mortgage Loan then due and owing, including by reason of acceleration of such Trust Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Trust Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance); fourth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and similar items; fifth, unless a Liquidation Event has occurred with respect to such Trust Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow; sixth, as a recovery of any Prepayment Consideration then due and owing under such Trust Mortgage Loan; seventh, as a recovery of any Default Charges then due and owing under such Trust Mortgage Loan; eighth, as a recovery of any assumption fees, modification fees and extension fees then due and owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under such Trust Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, other than Additional Interest); tenth, as a recovery of any remaining principal of such Trust Mortgage Loan to the extent of its entire remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Additional Interest on such ARD Trust Mortgage Loan to but not including the date of receipt; provided that, if one or more Advances previously made in respect of a Trust Mortgage Loan have been reimbursed out of general collections of principal on the Mortgage Pool as one or more Nonrecoverable Advances, then collections in respect of such Trust Mortgage Loan available for application pursuant to clauses second through eleventh of this sentence shall instead be applied in the following order--(i) as a recovery of accrued and unpaid interest on, and principal of, such Trust Mortgage Loan, to the extent of any outstanding P&I Advances and unpaid Master Servicing Fees in respect of such Trust Mortgage Loan, (ii) as a recovery of the item(s) for which such previously reimbursed Nonrecoverable Advance(s) were made (together with, but only if a Liquidation Event has occurred with respect to such Trust Mortgage Loan, any interest on such previously reimbursed Nonrecoverable Advance(s) that was also paid out of general collections of principal on the applicable Mortgage Pool), and (iii) in accordance with clauses second through eleventh of this sentence (taking into account the applications pursuant to clauses (i) and (ii) of this proviso). Subject to the last paragraph of this Section 3.02(b), all amounts received with respect to any Serviced Loan Combination shall be applied to amounts due and owing under the Mortgage Loans comprising such Loan Combination (including for principal and accrued and unpaid interest) and, in the case of the Station Place I Trust Mortgage Loan, between the Station Place I Loan Components, in accordance with the express provisions of the related Mortgage Notes, the related Mortgage, the related loan agreement, if any, and the related Co-Lender Agreement. Subject to the last paragraph of this Section 3.02(b), all amounts Received by the Trust with respect to an Outside Serviced Trust Mortgage Loan shall be allocated among interest, principal and/or prepayment consideration due thereon in accordance with the terms of any distribution date statement or servicer report received from the related Outside Servicers with respect to such Outside Serviced Trust Mortgage Loan and, in the absence of any such statement or report, in accordance with the related Co-Lender Agreement and, in the absence of any allocation in the related Co-Lender Agreement, in accordance with the first paragraph of this Section 3.02(b). Any nonrecoverable payment made by an Outside Servicer to cover interest shortfalls incurred with respect to an Outside Serviced Trust Mortgage Loan by reason of a Principal Prepayment or other early collection of principal being applied to such Outside Serviced Trust Mortgage Loan prior to the related Due Date during the relevant Underlying Collection Period, will be treated for purposes of this Agreement as if it was a payment of interest by the related Mortgagor. Notwithstanding the foregoing, Loss of Value Payments and Mathilda Research Centre Reserve Collateral shall not be applied in accordance with the foregoing provisions of this Section 3.02(b) unless and until such amounts are transferred to the Pool Custodial Account, and deemed to constitute Liquidation Proceeds in respect of a particular Trust Mortgage Loan, in accordance with Section 3.05(e); and Liquidation Proceeds resulting from any purchase or repurchase out of the Trust Fund of, or any application of Loss of Value Payments and/or Mathilda Research Centre Reserve Collateral to, any Trust Mortgage Loan that is part of a Loan Combination shall be applied in accordance with the provisions of the first paragraph of this Section 3.02(b). (c) Promptly following the Closing Date, in the case of each Outside Serviced Trust Mortgage Loan, the Trustee shall send written notice, substantially in the form of Exhibit S hereto, to the related Outside Master Servicer, stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Mortgage Loan and directing the related Outside Master Servicer to remit to the Master Servicer all amounts payable to, and to forward, deliver or the applicable Special Servicerotherwise make available, as the case may be, may take action to enforce the Trust Fund’s right Master Servicer all reports, statements, documents, communications and other information that are to apply excess cash flow to principal in accordance with be forwarded, delivered or otherwise made available to, the terms holder of the related subject Outside Serviced Trust Mortgage Loan Documentsunder the related Co-Lender Agreement and the related Outside Servicing Agreement. Consistent The Master Servicer shall, within one (1) Business Day of receipt thereof, deposit into the Pool Custodial Account all amounts received by it from any Outside Servicer or any other party under the related Outside Servicing Agreement and/or the related Co-Lender Agreement with respect to any Outside Serviced Trust Mortgage Loan, the related Mortgaged Property or any related REO Property. In connection with the foregoing, the applicable Master Servicer or the applicable Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan. (b) At least ninety (90) days prior to the Stated Maturity Date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice provide each Outside Master Servicer wiring instructions for remittances to the related Borrower of such maturity date (with a copy Master Servicer. In the event that, during any calendar month, the Master Servicer fails to be sent so receive any amounts, including advances, due to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-holder of an Outside Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of under the related NonCo-Trust Pooling and Servicing Lender Agreement and/or the related Intercreditor AgreementOutside Servicing Agreement by the end of the related Collection Period ending in such calendar month, then such the Master Servicer shall provide notice promptly (i) notify the related Outside Master Servicer and any related Outside Trustee that such amounts due with respect to the subject Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto have not been received (specifying the amount of such deficiency), (ii) make inquiry of the related Outside Master Servicer and any related Outside Trustee (and, to the extent learned, inform the Trustee) as to the reason that such amounts have not been timely received, (iii) as and to the extent appropriate, request that the related Outside Master Servicer promptly remedy such failure to make a payment or an advance, as the related Non-Trust case may be, and (iv) make a P&I Advance with respect to such amounts as and if required by the terms of this Agreement in accordance with Section 4.03. Further, in accordance with Section 4.03, in the event the Master Servicer and fails to make such P&I Advance with respect to any Outside Serviced Trust Mortgage Loan or any successor REO Trust Mortgage Loan with respect thereto, then the related Non-Trust TrusteeTrustee or, if it fails to do so, the Fiscal Agent, shall make such P&I Advance.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and or the applicable Special Servicer shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan Loans it is obligated to service hereunder (includingand shall, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided provided, however, that nothing herein shall be construed as an express or implied guarantee by the applicable Master Servicer shall notor the Special Servicer of collectibility; provided, further that with respect to any the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Post-ARD Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), and until the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment maturity date of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Interestrelated Mortgage Loan; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s 's right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documentsdocuments. Consistent with the foregoingforegoing and subject to Section 3.20, the applicable Master Servicer Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Special Servicer Master Servicer, with regard to a Mortgage Loan or Companion Loan (other than the 2006-C23 Serviced Mortgage Loan or the Prime Outlets Pool Pari Passu Companion Loan) that is not a Specially Serviced Mortgage Loan, may grant case-by-case waivers of Default Charges waive any Penalty Interest or late payment charge in connection with a late any payment on a Mortgage Loan or Companion Loan (other than the 2006-C23 Serviced Mortgage Loan or the Prime Outlets Pool Pari Passu Companion Loan). (b) At least ninety All amounts collected in respect of any Mortgage Loan or Companion Loan (90other than the Prime Outlets Pool Pari Passu Companion Loan) days prior in the form of payments from Mortgagors, Liquidation Proceeds (insofar as such Liquidation Proceeds are of the nature described in clauses (i) through (iii) of the definition thereof) or Insurance Proceeds shall be applied to either amounts due and owing under the related Mortgage Note and Mortgage (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage (and, with respect to a Loan Pair, the related Intercreditor Agreement) or, if required pursuant to the Stated Maturity Date express provisions of each Balloon the related Mortgage, or as determined by the Master Servicer or Special Servicer in accordance with the Servicing Standard, to the repair or restoration of the related Mortgaged Property, and, in the absence of such express provisions, shall be applied for purposes of this Agreement: first, as a recovery of any related and unreimbursed Advances plus unreimbursed interest accrued thereon; second, as a recovery of Nonrecoverable Advances, Unliquidated Advances and Workout Delayed Reimbursement Amounts (including interest on such Nonrecoverable Advances), that were paid from collections on the Mortgage Loan that is Loans (allocable to principal) and resulted in principal from the Mortgage Pool distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof; third, as a Serviced recovery of accrued and unpaid interest at the related Mortgage Rate on such Mortgage Loan, to the applicable extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; fourth, as a recovery of principal of such Mortgage Loan then due and owing, to the extent such amounts have not been previously advanced, including, without limitation, by reason of acceleration of the Mortgage Loan following a default thereunder; fifth, in accordance with the normal servicing practices of the Master Servicer shall send or the Special Servicer, as a notice recovery of any other amounts then due and owing under such Mortgage Loan (other than Additional Interest), including, without limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Interest; sixth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and seventh, with respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of any unpaid Additional Interest. All amounts collected on any Mortgage Loan in the form of Liquidation Proceeds of the nature described in clauses (iv) through (vi) of the definition thereof shall be deemed to be applied: first, as a recovery of any related Borrower and unreimbursed Advances plus interest accrued thereon; second, as a recovery of accrued and unpaid interest at the related Mortgage Rate on such Mortgage Loan to but not including the Due Date in the Collection Period of receipt, to the extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; third, as a recovery of principal, to the extent such amounts have not been previously advanced, of such maturity date (Mortgage Loan to the extent of its entire unpaid principal balance; and fourth, with respect to any ARD Loan after its Anticipated Repayment Date, as a copy recovery of any unpaid Additional Interest. No such amounts shall be applied to the items constituting additional servicing compensation as described in the first sentence of either Section 3.11(b) or 3.11(d) unless and until all principal and interest then due and payable on such Mortgage Loan has been collected. Amounts collected on any REO Loan shall be deemed to be sent applied in accordance with the definition thereof. The provisions of this paragraph with respect to the applicable application of amounts collected on any Mortgage Loan shall not alter in any way the right of the Master Servicer, the Special ServicerServicer or any other Person to receive payments from the Certificate Account as set forth in clauses (ii) and shall request confirmation that the Balloon Payment will be paid by such maturity datethrough (xvi) of Section 3.05 (a) from amounts so applied. (c) Within sixty (60) days after the later of (i) the Closing Date and (ii) the Master Servicer's receipt of the applicable letter of credit, the Master Servicer shall notify each provider of a letter of credit for each Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer or the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders shall be the beneficiary under each such letter of credit. If a draw upon a letter of credit is needed before its transfer to the Trust Fund can be completed, the applicable Mortgage Loan Seller shall draw upon such letter of credit for the benefit of the Trust pursuant to written instructions from the Master Servicer. (d) In the event that the Master Servicer or Special Servicer receives Additional Interest in any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Additional Interest in any Collection Period, the Master Servicer or Special Servicer, as applicable, will promptly notify the Trustee. Subject to the provisions of Section 3.02(a) hereof, none of the Master Servicer, the Trustee or the Special Servicer shall be responsible for any such Additional Interest not collected after notice from the related Mortgagor. (e) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance connection with which the Mortgagor was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to the extent consistent with the terms Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and not apply such items to reduce the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice principal balance of such failure Mortgage Loan unless otherwise required to do so pursuant to the related Non-Trust Master Servicer and the related Non-Trust Trusteeapplicable Mortgage Loan documents.

Collection of Mortgage Loan Payments. (a) Each of Subject to Section 3.01(d), the applicable Master Servicer (with respect to Performing Mortgage Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) shall make undertake reasonable efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required called for under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related Mortgage Loan Documents and, to the extent consistent with the foregoing, the Servicing Standard; provided that neither the applicable Master Servicer shall notnor the Special Servicer shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the good faith and reasonable judgment of such the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated Post-ARD Additional Advance Interest; provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents. Consistent with the foregoing, the applicable Master Servicer or (as to Performing Mortgage Loans) and the applicable Special Servicer (as to Specially Serviced Mortgage Loans) each may grant case-by-case waivers of waive any Default Charges in connection with a late any specific delinquent payment on a Mortgage Loan or Serviced Pari Passu Companion Loanit is obligated to service hereunder. (b) At least ninety (90) days prior to the Stated Maturity Date maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the applicable Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the applicable Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date. (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the applicable Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the applicable Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.