Common use of Investment of Funds in the Collection Account and any Foreclosed Property Account Clause in Contracts

Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to any Foreclosed Property Account) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the Borrower) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith. (d) Notwithstanding the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwise.

Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer (and, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve FundAccount, the Special Servicer, ) may direct any depository institution maintaining the Collection Account, any Accounts or the Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Accounteach, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee for the benefit of the Certificateholders (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer (or the Special Servicer, with respect to any the Foreclosed Property Account) as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee for the benefit of the Certificateholders or its nominee. The Trustee and the Certificate Administrator shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer Servicer, as applicable, or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the Borrower) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer Trust Fund shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of out-of-pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith. (d) For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes. (e) Notwithstanding the foregoing, none of neither the Servicer, nor the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit cover any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of losses from the bankruptcy or insolvency of a depository institution or trust company holding such accountan account described in this Section 3.8, so long as (i) such depository depositary institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and such institution was not an Affiliate of the Servicer or the Special Servicer, as applicable and (ii) such loss was incurred within 30 days prior to after the earlier of (a) the date of such loss; bankruptcy or insolvency or (iib) such depository the date on which the depositary institution or trust company was not failed to satisfy the Servicer, qualifications set forth in the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result definition of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwiseEligible Institution.

Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve FundAccounts, the Special Servicer, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to any Foreclosed Property AccountAccounts) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All net income and gain realized from investment of funds deposited in the Collection Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent not payable to the BorrowerBorrowers) and the Reserve Accounts (to the extent not payable to the BorrowerBorrowers) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Loss of Value Reserve Fund, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower Borrowers under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith. (d) Notwithstanding the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwise.

Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer andServicer, with respect to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve Fund, the Special ServicerAccount, may direct any depository institution maintaining the Collection Account, any Account or the Foreclosed Property Account, the Loss of Value Account and any Reserve Fund, the Cash Management Account Accounts (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related PartiesLoan Borrower), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Accounteach, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee for the benefit of the Certificateholders and Companion Holders (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer, with respect to the Collection Account and the Reserve Accounts (to the extent interest is not payable to the Borrower), or the Special Servicer, with respect to any the Foreclosed Property Account, as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee for the benefit of the Certificateholders and Companion Holders or its nominee. The Trustee and the Certificate Administrator shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer Servicer, as applicable, or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the Borrower) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer Trust Fund shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of out-of-pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith. (d) For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes. (e) Notwithstanding the foregoing, none of neither the Servicer, nor the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit cover any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of losses from the bankruptcy or insolvency of a depository institution or trust company holding such accountan account described in this Section 3.8, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and such institution was not an Affiliate of the Servicer or the Special Servicer, as applicable and (ii) such loss was incurred within 30 days prior to after the earlier of (a) the date of such loss; bankruptcy or insolvency or (iib) such depository the date on which the depositary institution or trust company was not failed to satisfy the Servicer, qualifications set forth in the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result definition of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwiseEligible Institution.

Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account Accounts (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account Accounts, and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to any Foreclosed Property AccountAccounts) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account Accounts (to the extent not payable to the Borrower) Borrowers), and the Reserve Accounts (to the extent not payable to the BorrowerBorrowers) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management AccountAccounts, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account Accounts or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower Borrowers under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith. (d) Notwithstanding the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwise.

Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer andServicer, with respect to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve Fund, the Special ServicerAccounts, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Loan Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Accounteach, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer (or the Special Servicer, with respect to any Foreclosed Property AccountAccounts) as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the BorrowerLoan Parties) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management Account, the Reserve Accounts (except except, in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss any such losses are incurred on amounts were invested for the benefit of the Borrower Borrowers under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss. Notwithstanding the above, neither the Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss (i) was incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of “Eligible Institution” included in Section 1.1 at the time such investment was made, (ii) such loss was incurred within thirty (30) days of the date of such insolvency, (iii) such loss is not the result of fraud, negligence or the willful misconduct of the Servicer or the Special Servicer, as applicable and (iv) and such institution was not an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer Trust Fund shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of out-of-pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith. (d) For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes. (e) Notwithstanding the foregoing, none of the Servicer, the Special Servicer or Servicer, the Certificate Administrator or the Trustee (each in its capacity as the Servicer, the Special Servicer Servicer, the Certificate Administrator or the Certificate AdministratorTrustee, as the case may be) shall be required to deposit cover any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of losses from the bankruptcy or insolvency of a depository institution holding an account described in this Section 3.8, if immediately prior to such bankruptcy or trust company holding insolvency such account, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of was an Eligible Institution at the time and such investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or Servicer, the Certificate AdministratorAdministrator or Trustee, as applicable; provided, provided however, that none of the Servicer, the Special Servicer, the Trustee Certificate Administrator or the Certificate Administrator Trustee, as applicable, shall have any responsibility move such account to an Eligible Institution within 30 days of such bankruptcy or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwiseinsolvency.