Common use of Procedures with Respect to Defaulted Loan; Realization upon the Property Clause in Contracts

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance of a Special Servicing Loan Event, the Special Servicer (with notification to and consent of the Directing Holder during any Subordinate Control Period, and subject to the non-binding consultation rights of the Directing Holder during any Subordinate Consultation Period, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Period) subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property that would cause the Trustee, on behalf of the Certificateholders or Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default and cancellation of the Whole Loan, the Whole Loan shall be deemed to remain outstanding and held by the Trust (in the case of the Trust Loan) and by the Companion Loan Holders (in the case of the Companion Loans) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Mortgage Loan Event of a Special Servicing Loan EventDefault, the Special Servicer on behalf of the Trust (with notification subject to and consent of the Directing Holder Controlling Class Representative during any Subordinate Control Period, Period and subject to consultation with the non-binding consultation rights of the Directing Holder Controlling Class Representative during any Subordinate Consultation Period, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Period) Holders, subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Mortgage Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, in which case it then such expenses will be an expense of paid from the TrustCollection Account. (b) Such proposed acceleration of the Whole Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Mortgage Loan Event of Default (or modifies or amends the Whole Mortgage Loan to cure the Mortgage Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Mortgage Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and Holders, thereby be the beneficial owner of the such Property, or take any other action with respect to the Property that would cause the Certificate Administrator or the Trustee, on behalf of the Certificateholders or Trust Fund and the Companion Loan Holders, to be considered to hold title to, to be a “mortgageelender-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and Certificate Administrator, the Companion Loan Holders and the Trustee by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion Loan Holders as a collective whole (taking into account the subordination of the Trust B Note to the A Notes) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, then subject to the rights of the Directing Holder Controlling Class Representative to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses will be paid from the Collection Account. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders Trust Fund any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosureAdvance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Mortgage Loan Event of Default under the Mortgage Loan and cancellation of the Whole Mortgage Loan, the Whole Trust Loan and the Companion Loans shall be deemed to remain outstanding and held by the Trust (in the case of the Trust Loan) Loan held in the Trust Fund, and by the Companion Loan Holders (in the case of the Companion Loans) , held by the Companion Loan Holders, for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Trust Loan and the Companion Loans shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and any Companion Loans Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, Loans immediately prior to such discharge and (ii) Foreclosure Proceeds proceeds from the REO Property shall be applied as provided in Section 1.3(a)1.3(b) and the Co-Lender Agreement.

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Trust and the Companion Loan Holders (subject to the rights of the Risk Retention Consultation Party and Directing Holder during any Subordinate Control Period, Period (and subject to the upon non-binding consultation rights of with the Directing Holder during any Subordinate Consultation Period, the and Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Subordinate Consultation Period) )), subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default and cancellation of the Whole Loan, the Whole Loan shall be deemed to remain outstanding and held by the Trust Fund (in the case of the Trust Loan) and by the Companion Loan Holders (in the case of the Companion Loans) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer on behalf of the Trust (with notification subject to and consent the rights of the Directing Holder during any Subordinate Control Period, Period (and subject to the non-binding upon consultation rights of with the Directing Holder during any Subordinate Consultation Period, the Risk Retention Consultation Party (unless it is a Borrower Related Party)) and the Senior Pari Passu Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Period) Holders, subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Mortgage Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Mortgage Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Mortgage Loan under Treasury Regulations regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or Trust Fund and the Senior Pari Passu Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Senior Pari Passu Companion Loan Holders and the Trustee by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the Senior Pari Passu Companion Loan Holders (as a collective whole as if the Trust Fund and the Senior Pari Passu Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereofhereof and subject to the rights of the lender of any Subordinate Mezzanine Loan, if applicable, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier an Adverse REMIC or the Lower-Tier REMIC Event (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders Trust Fund and the Senior Pari Passu Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier an Adverse REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC Event at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default under the Mortgage Loan and cancellation of the Whole Mortgage Loan, the Whole Mortgage Loan shall be deemed to remain outstanding and held by in the Trust Fund (in for the case benefit of the Trust Loan) Certificateholders and by the Senior Pari Passu Companion Loan Holders (in the case of the Companion LoansHolders) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Mortgage Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Mortgage Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Mortgage Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Trust and the Companion Loan Holders (subject to the rights of the Risk Retention Consultation Party and Directing Holder during any Subordinate Control Period, Period (and subject to the upon non-binding consultation rights of with the Directing Holder during any Subordinate Consultation Period, the and Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Subordinate Consultation Period) )), subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the TrustTrust Fund Expense. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trusta Trust Fund Expense) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property or other collateral following a Loan Event of Default and cancellation of the Whole Loan, the Trust Loan and any Companion Loan, the Whole Loan, the Trust Loan and any such Companion Loan shall be deemed to remain outstanding and held by the Trust Fund (in the case of the Trust Loan) and by the applicable Companion Loan Holders (in the case of the Companion Loans) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Trust and the Companion Loan Holders (subject to the rights of the Risk Retention Consultation Party and Directing Holder during any Subordinate Control Period, Period (and subject to the upon non-binding consultation rights of with the Directing Holder during any Subordinate Consultation Period, the and Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Subordinate Consultation Period) )), subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereofhereof and subject to the rights of the Mezzanine Lender, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. If the Special Servicer commences foreclosure of the Whole Loan, it shall promptly provide written notification of such action to the holders of the Mezzanine Loan (or, if such Mezzanine Loan is part of a securitization trust, to the special servicer, the trustee, the certificate administrator and the directing certificateholder of such securitization). The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default and cancellation of the Whole Loan, the Whole Loan shall be deemed to remain outstanding and held by the Trust Fund (in the case of the Trust Loan) and by the Companion Loan Holders (in the case of the Companion Loans) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer on behalf of the Trust (with notification subject to and consent the rights of the Directing Holder during any Subordinate Control Period, Period (and subject to the non-binding upon consultation rights of with the Directing Holder during any Subordinate Consultation Period, the Risk Retention Consultation Party (unless it is a Borrower Related Party)) and the Senior Pari Passu Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Period) Holders, subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Mortgage Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Mortgage Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Mortgage Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Senior Pari Passu Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or Trust Fund and the Senior Pari Passu Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Senior Pari Passu Companion Loan Holders and the Trustee by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the Senior Pari Passu Companion Loan Holders (as a collective whole as if the Trust Fund and the Senior Pari Passu Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier an Adverse REMIC or the Lower-Tier REMIC Event (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders Trust Fund and the Senior Pari Passu Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier an Adverse REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC Event at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default under the Mortgage Loan and cancellation of the Whole Mortgage Loan, the Whole Mortgage Loan shall be deemed to remain outstanding and held by in the Trust Fund (in for the case benefit of the Trust Loan) Certificateholders and by the Senior Pari Passu Companion Loan Holders (in the case of the Companion LoansHolders) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Mortgage Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Mortgage Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Mortgage Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Directing Holder during any Subordinate Control PeriodTrust, and subject to the non-binding consultation rights of the Directing Holder during any Subordinate Consultation Period, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Period) subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and thereby be the beneficial owner of the such Property, or take any other action with respect to the Property that would cause the Certificate Administrator or the Trustee, on behalf of the Certificateholders or Trust Fund and the Companion Loan Holders, to be considered to hold title to, to be a “mortgageelender-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and Certificate Administrator, the Companion Loan Holders and the Trustee by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, paragraph the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders Trust Fund any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosureAdvance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default under the Whole Loan and cancellation of the Whole Loan, the Whole Trust Loan and each Companion Loan shall be deemed to remain outstanding and held by the Trust (and, in the case of the Trust Loan) and by the Companion Loan Holders (, held in the case of the Companion Loans) Trust Fund for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Trust Loan and each Companion Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and each Companion Loans Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in contemplated by Section 1.3(a)1.3(b) and the Co-Lender Agreement.

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Directing Holder during any Subordinate Control PeriodTrust, and subject to the non-binding consultation rights of the Directing Holder during any Subordinate Consultation Period, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Period) subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the a Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders Holder and thereby be the beneficial owner of the such Property, or take any other action with respect to the Property that would cause the Certificate Administrator or the Trustee, on behalf of the Certificateholders or Trust Fund and the Companion Loan HoldersHolder, to be considered to hold title to, to be a “mortgageelender-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and Certificate Administrator, the Companion Loan Holders Holder and the Trustee by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency Agencies and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion Loan Holders Holder (as a collective whole as if the Trust Fund and the Companion Loan Holders Holder constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, paragraph the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders Trust Fund any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier Trust REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default under the Whole Loan and cancellation of the Whole Loan, the Whole Trust Loan and each Companion Loan shall be deemed to remain outstanding and held by the Trust (and, in the case of the Trust Loan) and by the Companion Loan Holders (, held in the case of the Companion Loans) Trust Fund for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Trust Loan and each Companion Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and each Companion Loans Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in contemplated by Section 1.3(a)1.3(b) and the Co-Lender Agreement.

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Trust and any Companion Loan Holders (subject to the rights of the Risk Retention Consultation Party and Directing Holder during any Subordinate Control Period, Period (and subject to the upon non-binding consultation rights of with the Directing Holder during any Subordinate Consultation Period, the and Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Subordinate Consultation Period) )), subject to the terms of the Loan Documents and the Co-Lender Agreement Between Note Holders and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the TrustTrust Fund Expense. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the any Companion Loan Holders Holder and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or any Companion Loan HoldersHolder, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the any Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the any Companion Loan Holders (as a collective whole as if the Trust Fund and the any Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trusta Trust Fund Expense) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the any Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property or other collateral following a Loan Event of Default and cancellation of the Whole Loan, the Trust Loan and any Companion Loan, the Whole Loan, the Trust Loan and any Companion Loan shall be deemed to remain outstanding and held by the Trust Fund (in the case of the Trust Loan) and by the applicable Companion Loan Holders Holder (in the case of the a Companion LoansLoan) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and any Companion Loans Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and such Companion LoansLoan, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Following and during the continuance Upon a Loan Event of a Special Servicing Loan EventDefault, the Special Servicer (with notification to and consent on behalf of the Trust and the Companion Loan Holders (subject to the rights of the Risk Retention Consultation Party and Directing Holder during any Subordinate Control Period, Period (and subject to the upon non-binding consultation rights of with the Directing Holder during any Subordinate Consultation Period, the and Risk Retention Consultation Party (unless it is a Borrower Related Party) and Companion Loan Holders (who are not and whose representatives are not Borrower Related Parties) during any Note A-B Control Appraisal Subordinate Consultation Period) )), subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust. (b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Whole Loan under Treasury Regulations Section 1.860G-2(b). (c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore damage done to the Property by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to the Property such item that would cause the Trustee, on behalf of the Certificateholders or Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials that which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency and NRSROs pursuant to Section 8.14(b)). If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereofhereof and subject to the rights of the Mezzanine Lender, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. If the Special Servicer commences foreclosure of the Whole Loan, it shall promptly provide written notification of such action to the holder of the Mezzanine Loan (or, if such Mezzanine Loan is part of a securitization trust, to the special servicer, the trustee, the certificate administrator and the directing certificateholder of such securitization). The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. (e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance. (f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders any personal property pursuant to this Section 3.12 unless: (i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that the such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding. (g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default and cancellation of the Whole Loan, the Whole Loan shall be deemed to remain outstanding and held by the Trust Fund (in the case of the Trust Loan) and by the Companion Loan Holders (in the case of the Companion LoansLoan) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and Companion Loans Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion LoansLoan, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).