Common use of Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts Clause in Contracts

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06, if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the The applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan or the related Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the applicable Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or applicable Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more accounts accounts, which may be sub-account(s) of the Servicing Accounts or segregated account(s) (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other Mortgage Loanincome, then if required and as described below, to the Master Servicer shall maintain a separate sub-account related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account that relates solely for each Collection Period) to the applicable Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Loan Combination. Withdrawals Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if such Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced the Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy)premiums, [ground rents (if applicable) )] and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Mortgagor any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors the related Mortgagor on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Mortgagor, to be paid pay such interest to the MortgagorMaster Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. The Special Servicer shall promptly deliver all Escrow Payments received by it to the Master Servicer for deposit in the applicable Servicing Account. (b) The Master Servicer shall, as to each and every shall (with the cooperation of the Special Servicer in the case of Specially Serviced Mortgage LoanLoans), (i) maintain accurate records with respect to the related each Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums [and any ground rents rents] payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblepayment, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, [ground rents (if applicable) )] and similar items, each of the Master Servicer shall use reasonable efforts consistent with and the Special Servicer shall, as to those Mortgage Loans it is obligated to service hereunder and subject to the Servicing Standard to cause the related Mortgagor to comply with Standard, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, the Master Servicer shall, as to all the Mortgage Loans (but at the direction of the Special Servicer in any eventthe case of Specially Serviced Mortgage Loans), prior to the institution of foreclosure or similar proceedings advance with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents or other rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Mortgagors and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and similar items and, [if applicable, ground rents rents] on or in respect of the such Mortgaged Properties shall, for purposes of this Agreementhereof, including the Trustee's calculation of including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances principal balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced the Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made to pay for or otherwise cover, or (iif appropriate) for to reimburse the related Mortgagor in connection with, the specific purposes items for which the particular such Reserve Funds were deliveredescrowed, all in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the terms of the related loan documentsMortgage Note and Mortgage, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, The Special Servicer shall promptly deliver all Reserve Funds received by it to the Master Servicer may waive or extend for deposit in the date set forth in any agreement governing applicable Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special ServicerAccount.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the The applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the applicable Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or applicable Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other Mortgage Loanincome, then if required and as described below, to the Master Servicer shall maintain a separate sub-account related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account that relates solely for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Loan Combination. Withdrawals Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such related Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to the Mortgagorsuch Mortgage Loan or Serviced Companion Loan; (vii) to withdraw amounts deposited in a Servicing Account in error; or (viiviii) to clear and terminate such the Servicing Account Accounts at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or the related Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Companion Loan (including each such Mortgage Loan or Serviced Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansCompanion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more accounts accounts, which may be sub-account(s) of the Servicing Accounts or segregated account(s) (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Serviced Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to the Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such related Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to the Mortgagorsuch Mortgage Loan or Serviced Companion Loan; (vii) to withdraw amounts deposited in a Servicing Account in error; or (viiviii) to clear and terminate such the Servicing Account Accounts at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or the related Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Companion Loan (including each such Mortgage Loan or Serviced Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansCompanion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more accounts accounts, which may be sub-account(s) of the Servicing Accounts or segregated account(s) (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Companion Loan (together with interest earned thereon), only as follows: (i) in the case of Reserve Funds that are intended to cover specific costs and expenses, to pay for, or to reimburse the related Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan Combinationor Serviced Companion Loan, if the Master Servicer shall request from the related Reserve Account includes funds Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative (other than with respect to any Excluded Loan), the Majority Subordinate Certificateholder (other Mortgage than with respect to any Excluded Loan) and (if affected) the related Serviced Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, then the Special Servicer, the Subordinate Class Representative (other than with respect to any Excluded Loan) and any affected Serviced Companion Loan Holders if the Master Servicer shall maintain a separate sub-account of such Reserve Account determines that relates solely the Borrower under any Serviced Mortgage Loan or Serviced Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan Combination. Withdrawals or Serviced Companion Loan in respect of amounts so deposited may be made environmental matters. (if) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to the Mortgage Loans, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Serviced Mortgage Loan orDocuments, in the case of clauses Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Mortgage Loan (iv) and (v) belowtogether with interest earned thereon), to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Mortgage Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every Mortgage Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Mortgage Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Serviced Mortgage Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every Mortgage Loan (including each such Mortgage Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related Serviced subject Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the Mortgage Loans, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Mortgage Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Mortgage Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Mortgage Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Mortgage Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder. The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative if the Master Servicer determines that the Borrower under any Mortgage Loan has failed to perform its obligations under such Mortgage Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Mortgage Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to the Mortgage Loans or Companion Loans, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Serviced Mortgage Loan orDocuments, in the case of clauses Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Mortgage Loan or Companion Loan (iv) and (v) belowtogether with interest earned thereon), to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Mortgage Loan or Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every Mortgage Loan or Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Mortgage Loan or Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Serviced Mortgage Loan or Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every Mortgage Loan or Companion Loan (including each such Mortgage Loan or Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related Serviced subject Mortgage LoansLoan or Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the Mortgage Loans or Companion Loans, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Mortgage Loan or Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Mortgage Loan or Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Mortgage Loan or Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Mortgage Loan or Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Companion Loan Holders if the Master Servicer determines that the Borrower under any Mortgage Loan or Companion Loan has failed to perform its obligations under such Mortgage Loan or Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Mortgage Loan or Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or the Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holder(s) if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments with respect to the Mortgage Loans shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy)premiums, ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Mortgagor any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors the related Mortgagor on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Mortgagor, to be paid pay such interest to the MortgagorMaster Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.067.01. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, interest earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from any Mortgagor, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Servicing Account or Servicing Accounts specified by the Master Servicer. (b) The Each of the Master Servicer and the Special Servicer shall, as to each and every Serviced those Mortgage LoanLoans it is obligated to service hereunder, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For The Master Servicer, for purposes of effecting any such payment for which it is responsible, shall disburse Escrow Payments as allowed under the terms of the related Mortgage Loan, and, for purposes of effecting any such payment for which the Special Servicer is responsible, the Master Servicer Servicer, upon the written request of the Special Servicer, shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (orLoan; provided, however, that if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, each of the Master Servicer shall use reasonable efforts consistent with and the Servicing Standard Special Servicer shall, as to cause the related Mortgagor those Mortgage Loans it is obligated to comply with service hereunder, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any eventeach of the Master Servicer and the Special Servicer shall, prior as to the institution of foreclosure or similar proceedings those Mortgage Loans it is obligated to service hereunder, advance with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h)Property, the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Mortgagors and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicablemade by the Special Servicer, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereonSection 3.19(b). (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that. As and to the extent appropriate, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals withdrawals of amounts so deposited may be made (i) for to pay for, or to reimburse the specific purposes for which related Mortgagor in connection with, the particular Reserve Funds were deliveredrelated repairs, replacements, capital improvements and/or environmental testing and remediation at the related Mortgaged Property if such repairs, replacements, capital improvements and/or environmental testing and remediation have been completed, and such withdrawals are made, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds. Subject to the terms of the related Mortgage Loan documents, each Reserve Account shall be an Eligible Account. (iie) To the extent an operations and maintenance plan is required to pay be established and executed pursuant to the terms of a Mortgage Loan, the Master Servicer interest and investment income earned on amounts in shall request from the Reserve Accounts as described below, and (iii) following an event Mortgagor written confirmation thereof within a reasonable time after the later of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law Closing Date and the Servicing Standarddate as of which such plan is required to be established or completed. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject any action or remediations are required to have been taken or completed pursuant to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with terms of the Servicing StandardMortgage Loan, the Master Servicer may waive or extend shall request from the Mortgagor written confirmation of such action and remediations within a reasonable time after the later of the Closing Date and the date set forth as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described in any agreement governing Reserve Funds by which any required repairsthis Section 3.03(e), capital improvements and/or environmental remediation at the Master Servicer shall determine whether the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with Mortgagor has failed to perform its obligations under the consent of the Special Servicerrelated Mortgage Loan.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06, if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the The applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the applicable Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or applicable Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more accounts accounts, which may be a sub-account of the Servicing Accounts or a segregated account (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other Mortgage Loanincome, then if required and as described below, to the Master Servicer shall maintain a separate sub-account related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account that relates solely for each Collection Period) to the applicable Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Loan Combination. Withdrawals Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if such Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans), establish and maintain one or more accounts (the "“Servicing Accounts"”), in into which all related Escrow Payments shall be deposited and retained; provided that, and shall administer such accounts in the case of a Serviced Loan Combination, if the related Servicing Account includes funds accordance with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan Mortgage Loan documents, each . Each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on have been escrowed for such amountspurpose) only for the following purposesto: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) items for which Escrow Payments were collected and comparable items in respect of the respective Mortgaged Propertiesitems; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, Servicer or the Trustee or for any Fiscal Agent, as applicable, for such unreimbursed Servicing AdvanceAdvances; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such the Servicing Account; (viv) to pay the Master Servicer itself interest and investment income on balances in such the Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan documents applicable Mortgage Loan to be paid to the Mortgagor; (vi) withdraw amounts deposited in error or (vii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documentsMortgage Loan, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.063.06 and in accordance with the terms of the related Mortgage Loan documents. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. The Servicing Accounts shall not be considered part of the segregated pool of assets constituting REMIC I, REMIC II or the Grantor Trusts. (b) The Master Servicer shall, as to each and every (for the Mortgage Loans other than Specially Serviced Mortgage LoanLoans, the Non-Serviced Mortgage Loans and REO Loans) or the Special Servicer (for Specially Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination datedate and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments (at the direction of the Special Servicer for Specially Serviced Mortgage Loans and REO Loans) as allowed under the terms of the related Serviced Mortgage Loan (or Companion Loan or, if such Serviced Mortgage Loan or Companion Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall shall, as to all Mortgage Loans or Companion Loans, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due due, and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each all Mortgage Loans and every Companion Loans (other than the Non-Serviced Mortgage LoanLoans and their related Companion Loans), subject to Section 3.01(d), make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments assessments, penalties and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis; provided that the Master Servicer shall not make any Servicing Advance prior to the penalty date or cancellation date, as applicable, if the Master Servicer reasonably anticipates in accordance with the Servicing Standard that the Mortgagor will pay such amount on or before the penalty date or cancellation date; provided, further, that the Master Servicer shall not be obligated to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance but may, but is not required to, pay such amounts out of funds in the Certificate Account if it determines that such payment would be in the best interests of the Certificateholders and such payment may be withdrawn from amounts in the Certificate Account; provided that the Master Servicer shall conclusively rely upon any such nonrecoverability determination by the Special Servicer. All such Servicing Advances or amounts withdrawn from the Certificate Account shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer or the Trustee in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreement, including including, without limitation, the Trustee's Paying Agent’s calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans or Companion Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans so permit. The foregoing shall in no way limit the Master Servicer's ’s ability to charge and collect from the Mortgagor such costs together with interest thereon. The Special Servicer shall give the Master Servicer and the Trustee not less than 5 Business Days’ notice with respect to Servicing Advances to be made on any Specially Serviced Mortgage Loan or REO Property, before the date on which the Master Servicer is required to make any Servicing Advance with respect to a given Mortgage Loan, Companion Loan or REO Property; provided, however, that only 2 Business Days’ notice shall be required in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Master Servicer and the Trustee with such information in its possession as the Master Servicer or the Trustee, as applicable, may reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s determination as to whether any Servicing Advance previously made with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall conclusively rely on such a determination. If the Master Servicer is required under any provision of this Agreement (including, but not limited to, this Section 3.03(c)) to make a Servicing Advance, but does not do so within 15 days after such Advance is required to be made (or such shorter period as may be required to avoid foreclosure of liens for delinquent real estate taxes or a lapse in insurance coverage), the Trustee shall, if a Responsible Officer of the Trustee has actual knowledge of such failure on the part of the Master Servicer, give written notice of such failure to the Master Servicer. If such Servicing Advance is not made by the Master Servicer within 3 Business Days after such notice then (subject to a determination that such Servicing Advance would not be a Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance. Any failure by the Master Servicer to make a Servicing Advance hereunder shall constitute an Event of Default by the Master Servicer subject to and as provided in Section 7.01. (d) In connection with its recovery of any Servicing Advance from the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer and the Trustee shall be entitled to receive, out of any amounts then on deposit in the Certificate Account, any unpaid interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such Servicing Advance (to the extent made with its own funds) from the date made to but not including the date of reimbursement such interest to be payable, subject to the terms of the related Intercreditor Agreement with respect to a Loan Pair, first out of late payment charges and Penalty Interest received on the related Mortgage Loan or REO Property during the Collection Period in which such reimbursement is made, and to the extent that such late payment charges and Penalty Interest are insufficient, but only after or at the same time the related Advance has been or is reimbursed pursuant to this Agreement, then from general collections on the Mortgage Loans then on deposit in the Certificate Account. The Master Servicer shall reimburse itself or the Trustee, as applicable, for any outstanding Servicing Advance made thereby as soon as practicable after funds available for such purpose have been received by the Master Servicer, and in no event shall interest accrue in accordance with this Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow Payment or other similar payment by the Mortgagor was received by the Master Servicer on or prior to the date the related Servicing Advance was made. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee make any Servicing Advances with respect to any Companion Loan after the related Co-Lender Loan has been paid in full. (e) The determination by the Master Servicer or the Special Servicer that the Master Servicer has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing Standard and shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee and the Depositor, setting forth the basis for such determination, together with a copy of any Appraisal (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) of the related Mortgaged Property or REO Property, as the case may be; which Appraisal shall be conducted pursuant to Section 3.09(a) by the Master Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is a Specially Serviced Mortgage Loan or, if no such Appraisal has been performed, a copy of an Appraisal of the related Mortgaged Property or REO Property, performed within the twelve months preceding such determination and the party delivering such appraisal has no actual knowledge of a material adverse change in the condition of the related Mortgaged Property that would draw into question the applicability of such Appraisal, by an Independent Appraiser or other expert in real estate matters, and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property and any engineers’ reports, environmental surveys or similar reports that the Master Servicer or the Special Servicer may have obtained and that support such determination. The Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance. The Trustee (i) shall rely, conclusively, on any determination by the Master Servicer and (ii) shall conclusively rely on any determination by the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to make a Servicing Advance for reasons other than a determination by the Master Servicer or the Special Servicer that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such Servicing Advance within the time periods required by Section 3.03(c) unless the Trustee in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance. (f) The Master Servicer shall, as to all Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans), establish and maintain, as applicable, one or more accounts (the "“Reserve Accounts"”), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for to pay for, or to reimburse the specific purposes for which related Mortgagor in connection with, the particular Reserve Funds were deliveredrelated environmental remediation, repairs and/or capital improvements at the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, Funds and any other items for which such Reserve Funds were intended pursuant to the related Mortgage Loan documents and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default below if permitted under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan Loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsMortgage, funds in the Reserve Accounts to the extent invested may be only invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all All Reserve Accounts shall be Eligible Accounts. The Reserve Accounts shall not be considered part of the segregated pool of assets comprising REMIC I, REMIC II or the Grantor Trusts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing such Reserve Funds by which any the required repairs, repairs and/or capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the The applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by applicable the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the applicable Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or applicable Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other Mortgage Loanincome, then if required and as described below, to the Master Servicer shall maintain a separate sub-account related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account that relates solely for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Loan Combination. Withdrawals Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06, if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced the Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy)premiums, ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Mortgagor any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors the related Mortgagor on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Mortgagor, to be paid pay such interest to the MortgagorMaster Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. The Special Servicer shall promptly deliver all Escrow Payments received by it to the Master Servicer for deposit in the applicable Servicing Account. (b) The Master Servicer shall, as to each and every shall (with the cooperation of the Special Servicer in the case of Specially Serviced Mortgage LoanLoans), (i) maintain accurate records with respect to the related each Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblepayment, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, each of the Master Servicer shall use reasonable efforts consistent with and the Special Servicer shall, as to those Mortgage Loans it is obligated to service hereunder and subject to the Servicing Standard to cause the related Mortgagor to comply with Standard, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, the Master Servicer shall, as to all the Mortgage Loans (but at the direction of the Special Servicer in any eventthe case of Specially Serviced Mortgage Loans), prior to the institution of foreclosure or similar proceedings advance with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents or other rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Mortgagors and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and similar items and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, solely for purposes of this Agreementhereof, including the Trustee's calculation of including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances principal balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall ; provided, however, that this provision is in no way limit the Master Servicer's ability intended to charge affect amounts actually due and collect owing from the related Mortgagor under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced the Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made to pay for or otherwise cover, or (iif appropriate) for to reimburse the related Mortgagor in connection with, the specific purposes items for which the particular such Reserve Funds were deliveredescrowed, all in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds. Subject to the terms of the related Mortgage Note and Mortgage, (ii) to pay the Master Servicer interest and investment income earned on amounts in the all Reserve Accounts as described below, shall be Eligible Accounts and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts therein may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject Interest and investment income on funds held in any Reserve Fund will be for the benefit of the Master Servicer subject to its withdrawal, but only to the extent it is not otherwise required to be paid to the related Mortgagor pursuant to applicable law and/or the related loan documents, . The Special Servicer shall promptly deliver all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, Funds received by it to the Master Servicer may waive or extend for deposit in the date set forth in any agreement governing applicable Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special ServicerAccount.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more accounts accounts, which may be a sub-account of the Servicing Accounts or a segregated account (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the The applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the applicable Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or applicable Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other Mortgage Loanincome, then if required and as described below, to the Master Servicer shall maintain a separate sub-account related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account that relates solely for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Loan Combination. Withdrawals Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if such Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan, the Trust Subordinate Companion Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan, the particular Escrow Payment represents a late payment that was intended Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan, the MortgagorTrust Subordinate Companion Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the Servicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every related Serviced Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan, the Trust Subordinate Companion Loan or the related Serviced Loan Combination becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or the Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more accounts accounts, which may each be a sub-account of the Servicing Account or a segregated account (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans, the Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder, (if affected) the related Serviced Pari Passu Companion Loan Holder(s) and (if affected) the Loan-Specific Subordinate Class Representative. The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Loan-Specific Subordinate Class Representative (if affected thereby) and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan, Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan, Trust Subordinate Companion Loan, or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06, if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments with respect to the Mortgage Loans shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy)premiums, ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Mortgagor any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors the related Mortgagor on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Mortgagor, to be paid pay such interest to the MortgagorMaster Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, interest earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from any Mortgagor, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Servicing Account or Servicing Accounts specified by the Master Servicer. (b) The Each of the Master Servicer and the Special Servicer shall, as to each and every Serviced those Mortgage LoanLoans it is obligated to service hereunder, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For The Master Servicer, for purposes of effecting any such payment for which it is responsible, shall disburse Escrow Payments as allowed under the terms of the related Mortgage Loan, and, for purposes of effecting any such payment for which the Special Servicer is responsible, the Master Servicer Servicer, upon the written request of the Special Servicer, shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (orLoan; provided, however, that if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, each of the Master Servicer shall use reasonable efforts consistent with and the Servicing Standard Special Servicer shall, as to cause the related Mortgagor those Mortgage Loans it is obligated to comply with service hereunder, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any eventeach of the Master Servicer and the Special Servicer shall, prior as to the institution of foreclosure or similar proceedings those Mortgage Loans it is obligated to service hereunder, advance with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h)Property, the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Mortgagors and further as provided in Section 3.05(a) and/or and, if made by the Special Servicer, Section 3.05A. 3.19(b). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreementhereof, including the Trustee's calculation of including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances principal balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.and

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced the Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy)premiums, ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Mortgagor any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors the related Mortgagor on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Mortgagor, to be paid pay such interest to the MortgagorMaster Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. The Special Servicer shall promptly deliver all Escrow Payments received by it to the Master Servicer for deposit in the applicable Servicing Account. (b) The Master Servicer shall, as to each and every shall (with the cooperation of the Special Servicer in the case of Specially Serviced Mortgage LoanLoans), (i) maintain accurate records with respect to the related each Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblepayment, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, each of the Master Servicer shall use reasonable efforts consistent with and the Special Servicer shall, as to those Mortgage Loans it is obligated to service hereunder and subject to the Servicing Standard to cause the related Mortgagor to comply with Standard, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, the Master Servicer shall, as to all the Mortgage Loans (but at the direction of the Special Servicer in any eventthe case of Specially Serviced Mortgage Loans), prior to the institution of foreclosure or similar proceedings advance with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents or other rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance (any determination that such advance would be a Nonrecoverable Servicing Advance shall be made in accordance with Section 3.11(g)). All such Servicing Advances advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Mortgagors and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and similar items and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreementhereof, including the Trustee's calculation of including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances principal balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced the Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made to pay for or otherwise cover, or (iif appropriate) for to reimburse the related Mortgagor in connection with, the specific purposes items for which the particular such Reserve Funds were deliveredescrowed, all in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the terms of the related loan documentsMortgage Note and Mortgage, all Reserve Accounts shall be Eligible Accounts. Consistent with The Special Servicer shall promptly deliver all Reserve Funds received by it to the Servicing StandardMaster Servicer for deposit in the applicable Reserve Account. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan, the Master Servicer may waive or extend shall request from the Mortgagor written confirmation thereof within a reasonable time after the later of the Original Closing Date and the date set forth in as of which such plan is required to be established or completed. To the extent any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at improvements, actions or remediations are required to have been taken or completed pursuant to the terms of the Mortgage Loan, the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Original Closing Date and the date as of which such action or remediations are required by the related Mortgaged Property must mortgage loan documents to be or to have been taken or completed; provided that . To the extent a Mortgagor shall fail to promptly respond to any waiverinquiry described in this Section 3.03(e), the Master Servicer shall determine whether the related Mortgagor has failed to perform its obligations under the related Mortgage Loan and report any extension for more than 120 days and any subsequent extension may only be granted with the consent of such failure to the Special ServicerServicer within a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage LoansLoans (other than the Windsor Capital Portfolio Trust Loan, which is being serviced under the 2003-C1 PSA), establish and maintain one or more accounts (the "Servicing Accounts")accounts, in which all related Escrow Payments shall be deposited and retained; provided that, in the case of retained (each a Serviced Loan Combination, if the related "Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan CombinationAccount"). Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (viv) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (viivi) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h3.12(d), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section or 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to the Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the The applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by applicable the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the applicable Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the applicable Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the applicable Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or applicable Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other Mortgage Loanincome, then if required and as described below, to the Master Servicer shall maintain a separate sub-account related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account that relates solely for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Loan Combination. Withdrawals Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the applicable Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the applicable Master Servicer or the applicable Special Servicer to enable the applicable Master Servicer or the applicable Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the applicable Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Subordinate Class Representative, the Certificate Administrator and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts")accounts, in which all related Escrow Payments shall be deposited and retained; provided that, in the case of retained (each a Serviced Loan Combination, if the related "Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan CombinationAccount"). Subject to the terms of the related loan Mortgage Loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan Mortgage Loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, Servicer or the Trustee or any Fiscal AgentTrustee, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (viv) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan Loan documents to be paid to the Mortgagor; or (viivi) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan Mortgage Loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h3.12(d), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section or 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan Mortgage Loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan Mortgage Loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 one hundred twenty (120) days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan oror Serviced Pari Passu Companion Loan (together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every related Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related subject Mortgage Loan or Serviced Mortgage LoansPari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loans Loan or Serviced Pari Passu Companion Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or the Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the related Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the -129- Trustee or any the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06, if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "Servicing Accounts"), in which all related Escrow Payments received by it with respect to the Serviced Mortgage Loans for which it is the applicable Master Servicer, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, each Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan or(together with interest earned thereon), in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the such Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for any unreimbursed Servicing Advances made thereby with respect to such Servicing AdvanceMortgage Loan to cover any of the items described in the immediately preceding clause (i); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to such Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Each Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every Serviced Mortgage Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Serviced Mortgage Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Serviced Mortgage Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer, with respect to each Serviced Mortgage Loan for which it is the Master Servicer shall timely make (including each such Mortgage Loan that is a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case such Master Servicer shall use its best reasonable efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five Business Days following confirmation by such Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the a Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related Serviced subject Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or the Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "Reserve Accounts"), into in which all related Reserve Funds, if any, received by it with respect to the Serviced Mortgage Loans as to which it is the applicable Master Servicer, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, 01. If the Borrower under any Serviced Mortgage Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer shall make draws on such Letter of Credit at such times and for such purposes as it would have made withdrawals from a Reserve Account and, to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys' fees and expenses, incurred by a Master Servicer or the Special Servicer to enable such Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and such Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loans Documents for a Serviced Mortgage Loan, the applicable Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the applicable Master Servicer shall maintain a separate sub-account request from the related Borrower written confirmation of such Reserve Account action and remediations within a reasonable time after the later of the Closing Date and the date as of which such action or remediations are required to have been taken or completed. To the extent that relates solely a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the Special Servicer, the Controlling Class Representative and (if affected) the related Serviced Non-Pooled Mortgage Loan Noteholder(s). The applicable Master Servicer shall promptly notify the Trustee, the Special Servicer, the Controlling Class Representative and any affected Serviced Non-Pooled Mortgage Loan Noteholders if such Master Servicer determines that the Borrower under any Serviced Mortgage Loan has failed to perform its obligations under such Serviced Mortgage Loan Combination. Withdrawals in respect of amounts so deposited may be made environmental matters. (if) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Serviced Mortgage Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "“Servicing Accounts"”), in which all related Escrow Payments received by it with respect to the Mortgage Loans, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Serviced Mortgage Loan orDocuments, in the case of clauses Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Mortgage Loan (iv) and (v) belowtogether with interest earned thereon), to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse the Master Servicer, the Special Servicer or the Trustee, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Mortgage Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every Mortgage Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Mortgage Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Serviced Mortgage Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall (or, if such Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage Loan Documents that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paidServicer, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as with respect to each and every Mortgage Loan (including each such Mortgage Loan that is a Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the any Mortgaged Properties Property shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related Serviced subject Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "“Reserve Accounts"”), into in which all related Reserve Funds, if any, received by it with respect to the Mortgage Loans, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Mortgage Loan (together with interest earned thereon), only as follows: (i) in the case of a Serviced Loan CombinationReserve Funds that are intended to cover specific costs and expenses, if to pay for, or to reimburse the related Reserve Account includes funds Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01. If the Borrower under any Mortgage Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer Servicer, subject to Section 3.20, shall maintain a separate sub-account make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account that relates solely and, to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance extent consistent with the Servicing Standard Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Mortgage Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Mortgage Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed. To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder. The Master Servicer shall promptly notify the Trustee, the Special Servicer and the Subordinate Class Representative if the Master Servicer determines that the Borrower under any Mortgage Loan has failed to perform its obligations under such Mortgage Loan in respect of environmental matters. (f) Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Mortgage Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts")accounts, in which all related Escrow Payments shall be deposited and retained; provided that, in the case of retained (each a Serviced Loan Combination, if the related "Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan CombinationAccount"). Subject to the terms of the related loan Loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan Loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, Servicer or the Trustee or any Fiscal AgentTrustee, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (viv) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan Loan documents to be paid to the Mortgagor; or (viivi) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan Loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h3.12(d), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section or 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan Loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan Loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposes: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective Mortgaged Properties; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for such Servicing Advance; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06, if and to the extent not required by law or the terms of the related loan documents to be paid to the Mortgagor; or (vii) to clear and terminate such Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing Accounts, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Master Servicer shall, as to each and every Serviced Mortgage Loan, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes of this Agreement, including the Trustee's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more segregated accounts (the "Servicing Accounts"), in which all related Escrow Payments received by it with respect to the Mortgage Loans for which it is the applicable Master Servicer, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combinationand apart from its own funds. Subject to the any terms of the related loan documentsMortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, As and to the extent of amounts on deposit therein in respect of consistent with the Servicing Standard, applicable law and the related Serviced Mortgage Loan orDocuments, in each Master Servicer may make withdrawals from the case of clauses Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Mortgage Loan (iv) and (v) belowtogether with interest earned thereon), to the extent of interest or other income earned on such amounts) only for the following purposesas follows: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar to reimburse such Master Servicer, the applicable Special Servicer, the Trustee or the Fiscal Agent, as the particular Escrow Payment represents a late payment that was intended applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan to cover an item any of the items described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such Servicing Advance); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to such Master Servicer); (v) disburse Insurance Proceeds if required by law to be applied to the repair or the terms restoration of the related loan documents Mortgaged Property, (vi) after an event of default, to be paid pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan; (vii) to withdraw amounts deposited in the MortgagorServicing Account in error; or (viiviii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Each Master Servicer shall pay or cause to be paid to the Mortgagors interestrelated Borrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage LoanLoan Documents. If the a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from any Borrower, and in any event within two Business Days after any such receipt, the applicable Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s). (b) The applicable Master Servicer shall, shall as to each and every Mortgage Loan (including each Specially Serviced Mortgage Loan, ): (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblewith respect to any Mortgage Loan, the applicable Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, Documents; provided that if such Serviced Mortgage Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Master Servicer shall (or, if such Mortgage Loan becomes a Specially Serviced Mortgage Loan, the applicable Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage that the Mortgagor related Borrower make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject but subject to Section 3.11(h), the applicable Master Servicer, with respect to each Mortgage Loan for which it is the Master Servicer shall timely make (including each such Mortgage Loan that is a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Specially Serviced Mortgage Loan, ) shall make a Servicing Advance with respect to the related each Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due due, and (y) the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the applicable Master Servicer shall not make a Servicing Advance of any such amount if such Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case such Master Servicer shall use its best reasonable efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five Business Days following confirmation by such Master Servicer that such amounts have not been paid by the applicable penalty date. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the a Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related Serviced subject Mortgage LoansLoan, notwithstanding that the terms of such Mortgage Loans Loan so permit. The foregoing ; provided that this sentence shall in no way not be construed to limit the rights of the applicable Master Servicer's ability Servicer or Special Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Each Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, maintain one or more segregated accounts (the "Reserve Accounts"), into in which all related Reserve Funds, if any, received by it with respect to the Mortgage Loans as to which it is the applicable Master Servicer, shall be deposited and retained; provided that, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be 01. If the Borrower under any Mortgage Loan delivers a Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer shall make draws on such Letter of Credit at such times and for such purposes as it would have made withdrawals from a Reserve Account and, to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds. Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the applicable Special Servicer shall remit such Reserve Funds to the applicable Master Servicer for deposit in the applicable Reserve Account(s). Any out-of-pocket expenses, including reasonable attorneys' fees and expenses, incurred by a Master Servicer or Special Servicer to enable such Master Servicer or such Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and such Master Servicer or such Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Loan CombinationMortgage Loan, if the applicable Master Servicer shall request from the related Reserve Account includes funds Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to any other environmental matters is required to have been taken or completed pursuant to the terms of a Mortgage Loan, then the applicable Master Servicer shall maintain a separate sub-account request from the related Borrower written confirmation of such Reserve Account action and remediations within a reasonable time after the later of the Closing Date and the date as of which such action or remediations are required to have been taken or completed. To the extent that relates solely a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the applicable Master Servicer shall notify the Trustee, the applicable Special Servicer, the Controlling Class Representative and if affected the RREEF Textron B-Note Holder. The applicable Master Servicer shall promptly notify the Trustee, the applicable Special Servicer, the Controlling Class Representative and if affected the RREEF Textron B-Note Holder if such Serviced Master Servicer determines that the Borrower under any Mortgage Loan Combination. Withdrawals has failed to perform its obligations under such Mortgage Loan in respect of amounts so deposited may be made environmental matters. (if) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsLoan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject . (g) With respect to each Mortgage Loan that requires the related loan documentsBorrower to establish and maintain one or more lock-box, all Reserve Accounts cash management or similar accounts, the applicable Master Servicer shall be Eligible Accounts. Consistent establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents. No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require. The applicable Master Servicer may waive or extend shall apply the date set forth funds deposited in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at such accounts in accordance with terms of the related Mortgaged Property must be completed; provided that any waiverMortgage Loan Documents, any extension for more than 120 days lock-box, cash management or similar agreement and any subsequent extension may only be granted with the consent of the Special ServicerServicing Standard.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Each of the Master Servicer and the Special Servicer shall, as to all Serviced those Mortgage LoansLoans it is obligated to service hereunder, establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy)premiums, ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any the Fiscal Agent, as applicable, for such any unreimbursed Servicing AdvanceAdvances made thereby to cover any of the items described in the immediately preceding clause (i); (iii) to refund to Mortgagors the related Mortgagor any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors the related Mortgagor on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Mortgagor, to be paid pay such interest to the MortgagorMaster Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer and Special Servicer shall each pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer or Special Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. (b) The Each of the Master Servicer and the Special Servicer shall, as to each and every Serviced those Mortgage LoanLoans it is obligated to service hereunder, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer or the Special Servicer, as the case may be, shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, each of the Master Servicer shall use reasonable efforts consistent with and the Special Servicer shall, as to those Mortgage Loans it is obligated to service hereunder and subject to the Servicing Standard to cause the related Mortgagor to comply with Standard, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due anddue. (c) In accordance with the Servicing Standard, in any eventeach of the Master Servicer and the Special Servicer shall, prior as to the institution of foreclosure or similar proceedings those Mortgage Loans it is obligated to service hereunder, advance with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each and every Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Mortgagors and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and similar items and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreementhereof, including the Trustee's calculation of including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances principal balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. (d) The Each of the Master Servicer and the Special Servicer shall, as to all Serviced those Mortgage LoansLoans it is obligated to service hereunder, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made to pay for or otherwise cover, or (iif appropriate) for to reimburse the related Mortgagor in connection with, the specific purposes items for which the particular such Reserve Funds were deliveredescrowed, all in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documents, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the terms of the related loan documentsMortgage Note and Mortgage, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans), establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, and shall administer such accounts in the case of a Serviced Loan Combination, if the related Servicing Account includes funds accordance with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan Mortgage Loan documents, each . Each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on have been escrowed for such amountspurpose) only for the following purposesto: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) items for which Escrow Payments were collected and comparable items in respect of the respective Mortgaged Propertiesitems; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, Servicer or the Trustee or for any Fiscal Agent, as applicable, for such unreimbursed Servicing AdvanceAdvances; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such the Servicing Account; (viv) to pay the Master Servicer itself interest and investment income on balances in such the Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan documents applicable Mortgage Loan to be paid to the Mortgagor; (vi) withdraw amounts deposited in error or (vii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documentsMortgage Loan, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.063.06 and in accordance with the terms of the related Mortgage Loan documents. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. The Servicing Accounts shall not be considered part of the segregated pool of assets constituting REMIC I, REMIC II or the Additional Interest Grantor Trust. (b) The Master Servicer shall, as to each and every (for the Mortgage Loans other than the Specially Serviced Mortgage LoanLoans, Non-Serviced Mortgage Loans and REO Loans) or the Special Servicer (for Specially Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination datedate and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments (at the direction of the Special Servicer for Specially Serviced Mortgage Loans and REO Loans) as allowed under the terms of the related Serviced Mortgage Loan (or Companion Loan or, if such Serviced Mortgage Loan or Companion Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall shall, as to all Mortgage Loans or Companion Loans, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due due, and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each all Mortgage Loans and every Companion Loans (other than the Non-Serviced Mortgage LoanLoans and their related Non-Serviced Companion Loans), subject to Section 3.01(d), make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments assessments, penalties and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis; provided that the Master Servicer shall not make any Servicing Advance prior to the penalty date or cancellation date, as applicable, if the Master Servicer reasonably anticipates in accordance with the Servicing Standard that the Mortgagor will pay such amount on or before the penalty date or cancellation date; provided, further, the Master Servicer shall not be obligated to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance but may, but is not required to, pay such amounts out of funds in the Certificate Account if it determines that such payment would be in the best interests of the Certificateholders and such payment may be withdrawn from amounts in the Certificate Account; provided that the Master Servicer shall conclusively rely upon any such nonrecoverability determination by the Special Servicer. All such Servicing Advances or amounts withdrawn from the Certificate Account shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer or the Trustee in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreement, including including, without limitation, the TrusteePaying Agent's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans or Companion Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. In addition to any other rights to recovery set forth herein with respect to any Servicing Advance made on the Serviced Whole Loans, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to recovery of a portion of such amounts without duplication from the holder(s) of the related Companion Loan(s) pursuant to the terms of the related Intercreditor Agreement. The Special Servicer shall give the Master Servicer and the Trustee not less than 5 Business Days' notice with respect to Servicing Advances to be made on any Specially Serviced Mortgage Loan or REO Property, before the date on which the Master Servicer is required to make any Servicing Advance with respect to a given Mortgage Loan, Companion Loan or REO Property; provided, however, only 2 Business Days' notice shall be required in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Master Servicer and the Trustee with such information in its possession as the Master Servicer or the Trustee, as applicable, may reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer's determination as to whether any Servicing Advance previously made with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall conclusively rely on such a determination. If the Master Servicer is required under any provision of this Agreement (including, but not limited to, this Section 3.03(c)) to make a Servicing Advance, but does not do so within 15 days after such Advance is required to be made (or such shorter period as may be required to avoid foreclosure of liens for delinquent real estate taxes or a lapse in insurance coverage), the Trustee shall, if a Responsible Officer of the Trustee has actual knowledge of such failure on the part of the Master Servicer, give written notice of such failure to the Master Servicer. If such Servicing Advance is not made by the Master Servicer within 3 Business Days after such notice then (subject to a determination that such Servicing Advance would not be a Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance. Any failure by the Master Servicer to make a Servicing Advance hereunder shall constitute an Event of Default by the Master Servicer subject to and as provided in Section 7.01. (d) In connection with its recovery of any Servicing Advance from the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer and the Trustee shall be entitled to receive, out of any amounts then on deposit in the Certificate Account, any unpaid interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such Servicing Advance (to the extent made with its own funds) from the date made to but not including the date of reimbursement such interest to be payable, subject to the terms of the related Intercreditor Agreement with respect to a Loan Pair, first out of late payment charges and Penalty Interest received on the related Mortgage Loan or REO Property during the Collection Period in which such reimbursement is made, and to the extent that such late payment charges and Penalty Interest are insufficient, but only after or at the same time the related Advance has been or is reimbursed pursuant to this Agreement, then from general collections on the Mortgage Loans then on deposit in the Certificate Account. The Master Servicer shall reimburse itself or the Trustee, as applicable, for any outstanding Servicing Advance made thereby as soon as practicable after funds available for such purpose have been received by the Master Servicer, and in no event shall interest accrue in accordance with this Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow Payment or other similar payment by the Mortgagor was received by the Master Servicer on or prior to the date the related Servicing Advance was made. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer or the Trustee make any Servicing Advances with respect to any Companion Loan after the related Co-Lender Loan has been paid in full. (e) The determination by the Master Servicer or the Special Servicer that the Master Servicer has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing Standard and shall be evidenced by an Officer's Certificate delivered promptly to the Trustee and the Depositor, setting forth the basis for such determination, together with a copy of any Appraisal (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) of the related Mortgaged Property or REO Property, as the case may be; which Appraisal shall be conducted pursuant to Section 3.09(a) by the Master Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is a Specially Serviced Mortgage Loan or, if no such Appraisal has been performed, a copy of an Appraisal of the related Mortgaged Property or REO Property, performed within the twelve months preceding such determination and the party delivering such appraisal has no actual knowledge of a material adverse change in the condition of the related Mortgaged Property that would draw into question the applicability of such Appraisal, by an Independent Appraiser or other expert in real estate matters, and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property and any engineers' reports, environmental surveys or similar reports that the Master Servicer or the Special Servicer may have obtained and that support such determination. The Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance. The Trustee (i) shall rely, conclusively, on any determination by the Master Servicer and (ii) shall conclusively rely on any determination by the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance; provided, however, if the Master Servicer has failed to make a Servicing Advance for reasons other than a determination by the Master Servicer or the Special Servicer that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such Servicing Advance within the time periods required by Section 3.03(c) unless the Trustee in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance. (f) The Master Servicer shall, as to all Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (other than the Non-Serviced Companion Loans), establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for to pay for, or to reimburse the specific purposes for which related Mortgagor in connection with, the particular Reserve Funds were deliveredrelated environmental remediation, repairs and/or capital improvements at the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, Funds and any other items for which such Reserve Funds were intended pursuant to the related Mortgage Loan documents and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default below if permitted under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan Loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsMortgage, funds in the Reserve Accounts to the extent invested may be only invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.Section

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain one or more accounts (the "Servicing Accounts"), in which all related Escrow Payments received by it with respect to the Mortgage Loans shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the any terms of the related loan documentsMortgage Loan documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected in respect of any Mortgage Loan (and interest earned thereon) from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on such amounts) only for the following purposesonly: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including including, without limitation, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the respective related Mortgaged PropertiesProperty; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as applicable, for such any unreimbursed Servicing AdvanceAdvances made thereby to cover any of the items described in the immediately preceding clause (i); (iii) to refund to Mortgagors the related Borrower any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interestinterest or other income, if required and as described below, to Mortgagors the related Borrower on balances in such Servicing Account; (vi) to pay the Master Servicer interest and investment income on balances in such Servicing Account as described in Section 3.06(or, if and to the extent not required by law or the terms of payable to the related loan documents Borrower to be paid pay such interest or other income (up to the Mortgagoramount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); or (viiv) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documents, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interestBorrowers interest and other income, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if and to the extent required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the Special Servicer from any Borrower, and in any event within two Business Days after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s). (b) The Master Servicer shall, shall as to each and every Mortgage Loan (including each Specially Serviced Mortgage Loan, ) (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, shall and effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsiblepayment, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (ordocuments; provided, however, that if such Serviced Mortgage Loan does not require the related Mortgagor Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, each of the Master Servicer shall use reasonable efforts consistent and the Special Servicer shall, as to those Mortgage Loans it is obligated to service hereunder, and subject to and in accordance with the Servicing Standard to cause the related Mortgagor to comply with Standard, enforce the requirement of the related Mortgage that the Mortgagor Borrower make payments in respect of such items at the time they first become due and, in any event, prior to due. (c) In accordance with the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h)Servicing Standard, the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as advance with respect to each and every Mortgaged Property (including each Mortgaged Property relating to a Specially Serviced Mortgage Loan, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to ) all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including including, without limitation, premiums on any Environmental Insurance PoliciesPolicy), in each instance prior to the applicable penalty or termination date if and to the extent that (x) Escrow Payments (if any) collected from the related Mortgagor Borrower are insufficient to pay such item when due and due, (y) the Master Servicer determines in accordance with the Servicing Standard that the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) Borrower has failed to pay such item on a timely basisbasis and (z) the particular Advance would not, if made, constitute a Nonrecoverable Servicing Advance; provided that with respect to any Mortgage Loan under which the related Borrower is not required to make Escrow Payments for real estate taxes, the Master Servicer shall be required to advance such real estate taxes only upon its determination, using efforts consistent with the Servicing Standard, that such real estate taxes have not been paid). All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, Borrowers and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreementhereof, including the Trustee's calculation of calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing ; provided, however, that this sentence shall in no way not be construed to limit the rights of the Master Servicer's ability Servicer on behalf of the Trust to charge and collect from enforce any obligations of the Mortgagor related Borrower under such costs together with interest thereonMortgage Loan. (d) The Master Servicer shall, as to all Serviced Mortgage Loans, shall establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into in which all related Reserve Funds, if any, shall be deposited and retained; provided that, in . As and to the case of a Serviced Loan Combination, if extent consistent with the Servicing Standard and the related Mortgage Loan documents, withdrawals of amounts so deposited, and draws under any Letter of Credit delivered in lieu of Reserve Account includes funds Funds, may be made to pay for, or to reimburse the related Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation at or with respect to the related Mortgaged Property for which such Reserve Funds were intended or such Letter of Credit was delivered. In addition, as and to the extent consistent with the Servicing Standard and the related Mortgage Loan documents, withdrawals of amounts so deposited, and draws under any Letter of Credit so delivered, may be made to prepay the Mortgage Loan in the event certain leasing or other economic criteria are not satisfied at the related Mortgaged Property, or to release such amounts to the related Borrower or otherwise apply such amounts for any other appropriate purpose in the event that such criteria are satisfied. Subject to the terms of the related Mortgage Loan documents, each Reserve Account shall be an Eligible Account. Interest and other income, if any, earned on funds on deposit in any Reserve Account held by the Master Servicer (to the extent of any Net Investment Earnings with respect to such Reserve Account for any Collection Period), shall be for the benefit of and payable to the Master Servicer, unless otherwise required to be paid to the related Borrower by law or the terms of the related Mortgage Loan. Any out-of-pocket expenses incurred by the Master Servicer to enable the Master Servicer to make any draw under any Letter of Credit shall constitute a Servicing Advance, then and the Master Servicer shall maintain make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan. Except as otherwise provided in any Letter of Credit or in the related Mortgage Loan documents, the Master Servicer shall not release any Letter of Credit without the approval of the Special Servicer. (e) To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a separate sub-account Mortgage Loan, the Master Servicer shall request from the Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed. To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of the related Mortgage Loan documents, the Master Servicer shall request from the Borrower written confirmation of such Reserve Account action and remediations within a reasonable time after the later of the Closing Date and the date as of which such action or remediations are required to have been taken or completed. To the extent that relates solely a Borrower shall fail to such Serviced promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer and the Controlling Class Representative. The Master Servicer shall promptly notify the Trustee, the Special Servicer and the Controlling Class Representative if the Master Servicer shall determine that any Borrower has failed to perform its obligations under the related Mortgage Loan Combination. Withdrawals in respect of amounts so deposited may be made environmental matters. (if) for the specific purposes for which the particular Reserve Funds were delivered, in accordance with the Servicing Standard Subject to applicable law and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan Loan documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Servicing Account includes funds with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan documents, each Each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on have been escrowed for such amountspurpose) only for the following purposesto: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) Escrow Payments and comparable items in respect of the respective Mortgaged Propertiesitems; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or the Special Servicer for any Fiscal Agent, as applicable, for such Servicing AdvanceAdvances; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such the Servicing Account; (viv) to pay the Master Servicer itself interest and investment income on balances in such the Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan documents Mortgage Loan to be paid to the Mortgagor; or (viivi) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documentsMortgage Loan, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding.. The Servicing Accounts shall not be considered part of the segregated pool of assets constituting REMIC I. (b) The Master Servicer shall, as to each and every Serviced all Mortgage LoanLoans, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Serviced Mortgage Loan (or, if such Serviced Mortgage Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard shall, as to cause the related Mortgagor to comply with all Mortgage Loans, enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such itemsdue. (c) The Master Servicer shall, as to each and every Serviced all Mortgage LoanLoans, make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis, and provided that the particular Servicing Advance would not, if made, constitute a Nonrecoverable Servicing Advance. All such Servicing Advances shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreement, including including, without limitation, the TrusteePaying Agent's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. If the Master Servicer or Special Servicer is required under any provision of this Agreement (including, but not limited to, this Section 3.03(c)) to make a Servicing Advance, but neither does so within 15 days after such Advance is required to be made, the Trustee shall, if a Responsible Officer of the Trustee has actual knowledge of such failure on the part of the Master Servicer or Special Servicer, as the case may be, give written notice of such failure, as applicable, to the Master Servicer or the Special Servicer. If such Servicing Advance is not made by the Master Servicer or the Special Servicer within three Business Days after such notice then (subject to a determination that such Servicing Advance would not be a Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance. Any failure by the Master Servicer or the Special Servicer to make a Servicing Advance hereunder shall constitute an Event of Default by the Master Servicer or the Special Servicer, as the case may be, subject to and as provided in Section 7.01. (d) In connection with its recovery of any Servicing Advance from the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer, the Special Servicer and the Trustee shall be entitled to receive, out of any amounts then on deposit in the Certificate Account, any unpaid interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such Servicing Advance from the date made to but not including the date of reimbursement. The Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as appropriate and in accordance with Section 3.05(a), for any Servicing Advance as soon as practicable after funds available for such purpose are deposited in the Certificate Account. (e) The determination by either the Master Servicer, the Trustee or the Special Servicer that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing Standard and shall be evidenced by an Officers' Certificate delivered promptly to the Trustee and the Depositor, setting forth the basis for such determination, together with a copy of any appraisal of the related Mortgaged Property or REO Property, as the case may be; which appraisal shall take into account the factors specified in Section 3.18(e), including without limitation, any environmental, engineering or other third party reports available, and other factors that a prudent real estate appraiser would consider and conducted in accordance with the standards of the Appraisal Institute performed pursuant to Section 3.09(a) by the Master Servicer or by the Special Servicer if the Mortgage Loan is a Defaulted Mortgage Loan or, if no such appraisal has been performed, a copy of an appraisal of the related Mortgaged Property or REO Property performed within the twelve months preceding such determination by an Independent Appraiser or other expert in real estate matters, and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property and any engineers' reports, environmental surveys or similar reports that the Master Servicer or the Special Servicer may have obtained and that support such determination. The Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer or the Special Servicer has failed to make a Servicing Advance for reasons other than a determination by the Master Servicer or the Special Servicer, as applicable, that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such Servicing Advance within the time periods required by Section 3.03(c) unless the Trustee, in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance. (f) The Master Servicer shall, as to all Serviced Mortgage Loans, establish and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for to pay for, or to reimburse the specific purposes for which related Mortgagor in connection with, the particular Reserve Funds were deliveredrelated repairs and/or capital improvements at the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, Funds and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsMortgage, funds in the Reserve Accounts may be invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all All Reserve Accounts shall be Eligible Accounts. The Reserve Accounts shall not be considered part of the segregated pool of assets comprising REMIC I, REMIC II or REMIC III. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing such Reserve Funds Accounts by which any the required repairs, repairs and/or capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with completed if the consent of the Special Servicerrelated Mortgagor is diligently undertaking such repairs or capital improvements.

Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts. (a) The Master Servicer shall, as to all Mortgage Loans (other than the 2004-C10 Serviced Mortgage Loan) and Companion Loans (other than the 11 Madison Avenue Companion Loans), establish and maintain xxxxxxxxx xxx xxxntain one or more accounts (the "Servicing Accounts"), in into which all related Escrow Payments shall be deposited and retained; provided that, and shall administer such accounts in the case of a Serviced Loan Combination, if the related Servicing Account includes funds accordance with respect to any other Serviced Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Servicing Account that relates solely to such Serviced Loan Combination. Subject to the terms of the related loan Mortgage Loan documents, each . Each Servicing Account shall be an Eligible Account. Withdrawals of amounts so collected from a Servicing Account may be made (in each case, to the extent of amounts on deposit therein in respect of the related Serviced Mortgage Loan or, in the case of clauses (iv) and (v) below, to the extent of interest or other income earned on have been escrowed for such amountspurpose) only for the following purposesto: (i) consistent with the related loan documents, to effect the payment of real estate taxes, assessments, insurance premiums (including premiums on any Environmental Insurance Policy), ground rents (if applicable) items for which Escrow Payments were collected and comparable items in respect of the respective Mortgaged Propertiesitems; (ii) insofar as the particular Escrow Payment represents a late payment that was intended to cover an item described in the immediately preceding clause (i) for which a Servicing Advance was made, to reimburse the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent for any Fiscal Agent, as applicable, for such unreimbursed Servicing AdvanceAdvances; (iii) to refund to Mortgagors any sums as may be determined to be overages; (iv) following an event of default under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan documents, applicable law and the Servicing Standard; (v) to pay interest, if required and as described below, to Mortgagors on balances in such the Servicing Account; (viv) to pay the Master Servicer itself interest and investment income on balances in such the Servicing Account as described in Section 3.063.06(b), if and to the extent not required by law or the terms of the related loan documents applicable Mortgage Loan to be paid to the Mortgagor; (vi) withdraw amounts deposited in error or (vii) to clear and terminate such the Servicing Account at the termination of this Agreement in accordance with Section 9.01. To the extent permitted by law or the applicable loan documentsMortgage Loan, funds in the Servicing Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.063.06 and in accordance with the terms of the related Mortgage Loan documents. The Master Servicer shall pay or cause to be paid to the Mortgagors interest, if any, earned on the investment of funds in the related Servicing AccountsAccounts maintained thereby, if required by law or the terms of the related Serviced Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. The Servicing Accounts shall not be considered part of the segregated pool of assets constituting REMIC I, REMIC II or the Grantor Trust. (b) The Master Servicer shall, as to each and every (for the Mortgage Loans other than Specially Serviced Mortgage LoanLoans, the 2004-C10 Serviced Mortgage Loan and REO Loans) or the Special Servicer (for Specially Serviced Mortgage Loans and REO Loans) shall (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the subject Serviced Mortgage Loan requires the related Mortgagor to escrow for such items, and shall effect payment thereof prior to the applicable penalty or termination datedate and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments (at the direction of the Special Servicer for Specially Serviced Mortgage Loans and REO Loans) as allowed under the terms of the related Serviced Mortgage Loan (or Companion Loan or, if such Serviced Mortgage Loan or Companion Loan does not require the related Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall shall, as to all Mortgage Loans or Companion Loans, use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to comply with enforce the requirement of the related Mortgage that the Mortgagor make payments in respect of such items at the time they first become due due, and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.11(h), the Master Servicer shall timely make a Servicing Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Mortgagor's failure to timely pay such items. (c) The Master Servicer shall, as to each all Mortgage Loans and every Companion Loans (other than the 2004-C10 Serviced Mortgage LoanLoan and its related Companion Loans), subject to Section 3.01(d), make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments assessments, penalties and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including Environmental Insurance Policies), in each instance if and to the extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related Mortgagor (or any related guarantor or party entitled to exercise cure rights) has failed to pay such item on a timely basis; provided that the Master Servicer shall not make any Servicing Advance prior to the penalty date or cancellation date, as applicable, if the Master Servicer reasonably anticipates in accordance with the Servicing Standard that the Mortgagor will pay such amount on or before the penalty date or cancellation date, and provided, further, that the Master Servicer shall not be obligated to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance but may, but is not required to, pay such amounts out of funds in the Certificate Account if it determines that such payment would be in the best interests of the Certificateholders and such payment may be withdrawn from amounts in the Certificate Account; provided that the Master Servicer may conclusively rely upon any such determination by the Special Servicer. All such Servicing Advances or amounts withdrawn from the Certificate Account shall be reimbursable in the first instance from related payments by or on behalf of collections from the Mortgagors, and further as provided in Section 3.05(a) and/or Section 3.05A. ). No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the such Mortgaged Properties shall, for purposes of this Agreement, including including, without limitation, the TrusteePaying Agent's calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Serviced Mortgage Loans or Companion Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans so permit. The foregoing shall in no way limit the Master Servicer's ability to charge and collect from the Mortgagor such costs together with interest thereon. The Special Servicer shall give the Master Servicer, the Trustee and the Fiscal Agent not less than five Business Days' notice with respect to Servicing Advances to be made on any Specially Serviced Mortgage Loan or REO Property, before the date on which the Master Servicer is required to make any Servicing Advance with respect to a given Mortgage Loan, Companion Loan or REO Property; provided, however, that only two Business Days' notice shall be required in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Master Servicer, the Trustee and the Fiscal Agent with such information in its possession as the Master Servicer, the Trustee or the Fiscal Agent, as applicable, may reasonably request to enable the Master Servicer, the Trustee or the Fiscal Agent, as applicable, to determine whether a requested Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer's determination as to whether any Servicing Advance previously made with respect to a Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination. If the Master Servicer is required under any provision of this Agreement (including, but not limited to, this Section 3.03(c)) to make a Servicing Advance, but does not do so within 15 days after such Advance is required to be made (or such shorter period as may be required to avoid foreclosure of liens for delinquent real estate taxes or a lapse in insurance coverage), the Trustee shall, if a Responsible Officer of the Trustee has actual knowledge of such failure on the part of the Master Servicer, give written notice of such failure to the Master Servicer. If such Servicing Advance is not made by the Master Servicer within three Business Days after such notice then (subject to a determination that such Servicing Advance would not be a Nonrecoverable Servicing Advance) the Trustee or Fiscal Agent shall make such Servicing Advance. Any failure by the Master Servicer to make a Servicing Advance hereunder shall constitute an Event of Default by the Master Servicer subject to and as provided in Section 7.01. (d) In connection with its recovery of any Servicing Advance from the Certificate Account pursuant to Section 3.05(a), each of the Master Servicer, the Trustee and the Fiscal Agent shall be entitled to receive, out of any amounts then on deposit in the Certificate Account, any unpaid interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such Servicing Advance (to the extent made with its own funds) from the date made to but not including the date of reimbursement such interest to be payable, subject to the terms of the related Intercreditor Agreement with respect to a Loan Pair, first out of late payment charges and Penalty Interest received on the related Mortgage Loan or REO Property during the Collection Period in which such reimbursement is made, and to the extent that such late payment charges and Penalty Interest are insufficient, but only after or at the same time the related Advance has been or is reimbursed pursuant to this Agreement, then from general collections on the Mortgage Loans then on deposit in the Certificate Account. The Master Servicer shall reimburse itself, the Trustee or the Fiscal Agent, as applicable, for any outstanding Servicing Advance made thereby as soon as practicable after funds available for such purpose have been received by the Master Servicer, and in no event shall interest accrue in accordance with this Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow Payment or other similar payment by the Mortgagor was received by the Master Servicer on or prior to the date the related Servicing Advance was made. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer, the Trustee or the Fiscal Agent make any Servicing Advances with respect to any Companion Loan after the related Co-Lender Loan has been paid in full. (e) The determination by the Master Servicer or the Special Servicer that the Master Servicer has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing Standard and shall be evidenced by an Officer's Certificate delivered promptly to the Trustee, the Fiscal Agent and the Depositor, setting forth the basis for such determination, together with a copy of any Appraisal (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) of the related Mortgaged Property or REO Property, as the case may be; which Appraisal shall be conducted pursuant to Section 3.09(a) by the Master Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is a Specially Serviced Mortgage Loan or, if no such Appraisal has been performed, a copy of an Appraisal of the related Mortgaged Property or REO Property, performed within the twelve months preceding such determination and the party delivering such appraisal has no actual knowledge of a material adverse change in the condition of the related Mortgaged Property that would draw into question the applicability of such Appraisal, by an Independent Appraiser or other expert in real estate matters, and further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property and any engineers' reports, environmental surveys or similar reports that the Master Servicer or the Special Servicer may have obtained and that support such determination. The Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance. The Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance; provided, however, that, if the Master Servicer has failed to make a Servicing Advance for reasons other than a determination by the Master Servicer or the Special Servicer that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such Servicing Advance within the time periods required by Section 3.03(c) unless the Trustee in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance; and provided further, however, that if the Trustee fails to make such Servicing Advance for reasons other than a determination by the Trustee that such Servicing Advance would be a Nonrecoverable Advance, the Fiscal Agent shall make such Servicing Advance within the time periods required by Section 3.03(c) unless the Fiscal Agent in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance. (f) The Master Servicer shall, as to all Mortgage Loans (other than the 2004-C10 Serviced Mortgage Loan) and Companion Loans (other than the 11 Madison Avenue Companion Loans), establish and maintainxxxxxxxxx xxx xxxntain, as applicable, one or more accounts (the "Reserve Accounts"), into which all related Reserve Funds, if any, shall be deposited and retained; provided that, in the case of a Serviced Loan Combination, if the related Reserve Account includes funds with respect to any other Mortgage Loan, then the Master Servicer shall maintain a separate sub-account of such Reserve Account that relates solely to such Serviced Loan Combination. Withdrawals of amounts so deposited may be made (i) for to pay for, or to reimburse the specific purposes for which related Mortgagor in connection with, the particular Reserve Funds were deliveredrelated environmental remediation, repairs and/or capital improvements at the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any other agreement with the related Mortgagor governing such Reserve Funds, Funds and any other items for which such Reserve Funds were intended pursuant to the loan documents and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below, and (iii) following an event of default below if permitted under the related Serviced Mortgage Loan, for such other purposes as are consistent with the related loan Loan documents, applicable law and the Servicing Standard. To the extent permitted in the applicable loan documentsMortgage, funds in the Reserve Accounts to the extent invested may be only invested in Permitted Investments in accordance with the provisions of Section 3.06. Subject to the related loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing Reserve Funds by which any required repairs, capital improvements and/or environmental remediation at the related Mortgaged Property must be completed; provided that any waiver, any extension for more than 120 days and any subsequent extension may only be granted with the consent of the Special Servicer.Section