Common use of Whole Loan Custodial Account Clause in Contracts

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “Whole Loan Custodial Account”) in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holder, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the Whole Loan: (i) all payments on account of principal on the related Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Whole Loan; (iii) all Yield Maintenance Charges on the related Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such Whole Loan Custodial Account; (v) all Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Whole Loan; (vi) any amounts received from the Mortgagor under the related Whole Loan that represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, assumption application fees and defeasance fees need not be deposited in such Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance fees received with respect to the Whole Loans. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Whole Loan into the related Whole Loan Custodial Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders and the Special Servicer of the location and account number of each Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “"Whole Loan Custodial Account”") in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee trust for the benefit of Certificateholders with respect to the Certificateholders Mortgage Loans related to Serviced Whole Loans and the related Companion Loan HolderNoteholders, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement)Account. Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, Account within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the related Serviced Whole Loan: (i) all payments on account of principal on the related Serviced Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Serviced Whole LoanLoan and the interest portion of all Unscheduled Payments; (iii) all Yield Maintenance Charges on the related Serviced Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such the Whole Loan Custodial Account; (v) all Net REO Proceeds on the related Serviced Whole Loan withdrawn from an REO Account pursuant to Section 3.16(b3.17(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan; (vi) any amounts received from the related Mortgagor under the related Whole Loan that which represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such the Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each the Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary payments in the nature of late payment charges (subject to Section 3.12 hereof), Assumption Fees, Consent Feesloan modification fees, assumption application fees loan service transaction fees, extension fees, demand fees, beneficiary statement charges and defeasance similar fees need not be deposited in such the Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance charges and fees received with respect to the Serviced Whole Loans. The Master Servicer and shall promptly deliver to the Special Servicer shall not deposit any Modification Fees Servicer, as additional special servicing compensation in accordance with Section 3.12, all assumption fees and assumption application fees (or the applicable portions thereof), and other transaction fees received by the Master Servicer or to which the Special ServicerServicer is entitled pursuant to such Section upon receipt of a written statement (on which the Master Servicer is entitled to rely) from the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, as applicable, with respect to any Whole Loan into the related Whole Loan Custodial Account and shall instead apply such fees (except to the extent in which case a written statement is not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreementrequired). In the event that the Master Servicer deposits in a the Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such the Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders Noteholders and the Special Servicer of the location and account number of each the Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder Noteholders and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) above with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related Whole Loan Custodial Account in accordance with Section 3.05A(a)the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a any Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement3.17.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “Whole Loan Custodial Account”) in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee trust for the benefit of Certificateholders with respect to the Certificateholders Mortgage Loan related to the Whole Loan and the related Companion Loan Holder, as their interests may appear; provided that a the Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement)Account. Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, Account within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the Whole Loan: (i) all payments on account of principal on the related Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Whole Loan; (iii) all Yield Maintenance Charges on the related Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such the Whole Loan Custodial Account; (v) all Net REO Proceeds on the Whole Loan withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Whole Loan; (vi) any amounts received from the related Mortgagor under the related Whole Loan that which represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such the Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each the Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, assumption application fees and defeasance fees need not be deposited in such the Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance fees received with respect to the Whole LoansLoan. The Master Servicer and the Special Servicer shall not deposit any Assumption Fees and Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Whole Mortgage Loan into the related Whole Loan Custodial Collection Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Intercreditor Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a the Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such the Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders Holder and the Special Servicer of the location and account number of each the Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) above with respect to a the Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance with Section 3.05A(a)the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a the Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “Whole Loan Custodial Account”) in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee trust for the benefit of Certificateholders with respect to the Certificateholders Mortgage Loan related to Whole Loans and the related Companion Loan Holder, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, Account within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the Whole Loan: (i) all payments on account of principal on the related Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Whole Loan; (iii) all Yield Maintenance Charges on the related Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such the Whole Loan Custodial Account; (v) all Net REO Proceeds on the related Whole Loan withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Whole Loan; (vi) any amounts received from the related Mortgagor under the related Whole Loan that which represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such the Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each the Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, assumption application fees and defeasance fees need not be deposited in such the Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance fees received with respect to the Whole Loans. The Master Servicer and the Special Servicer shall not deposit any Assumption Fees and Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Whole Loan into the related Whole Loan Custodial Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Intercreditor Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a the Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such the Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders and the Special Servicer of the location and account number of each the Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder Holders and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) above with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance with Section 3.05A(a)the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a the Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “Whole Loan Custodial Account”) in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Companion Loan Holder, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the Whole Loan: (i) all payments on account of principal on the related Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Whole Loan; (iii) all Yield Maintenance Charges on the related Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such Whole Loan Custodial Account; (v) all Net REO Proceeds withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Whole Loan; (vi) any amounts received from the Mortgagor under the related Whole Loan that represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, assumption application fees and defeasance fees need not be deposited in such Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance fees received with respect to the Whole Loans. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Whole Loan into the related Whole Loan Custodial Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders and the Special Servicer of the location and account number of each Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “Whole Loan Custodial Account”) in which the amounts described in clauses (i) through (viiviii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee Trustee, for the benefit of the Certificateholders and the related Companion Loan Holder, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement). Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the Whole Loan: (i) all payments on account of principal on the related Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Whole Loan; (iii) all Yield Maintenance Charges on the related Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such Whole Loan Custodial Account; (v) all Net amounts with respect to any REO Proceeds withdrawn Property acquired in respect of the related Whole Loan transferred to such Whole Loan Custodial Account, or to the Master Servicer for deposit in such Whole Loan Custodial Account, from an the related REO Account pursuant to Section 3.16(b) of this Agreement and Agreement; (vi) all Net Insurance Condemnation Proceeds, Net Condemnation Insurance Proceeds and Net Liquidation Proceeds with respect to the related Whole LoanLoan (other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection with any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement); (vivii) any amounts received from the Mortgagor under the related Whole Loan that represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (viiviii) any other amounts required by the provisions of this Agreement to be deposited into such Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, assumption application fees and defeasance fees need not be deposited in such Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance fees received with respect to the Whole Loans. The Master Servicer and the Special Servicer shall not deposit any Assumption Fees and Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Whole Loan into the related Whole Loan Custodial Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Intercreditor Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders and the Special Servicer of the location and account number of each Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (viiviii) of Section 3.05A(a) with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Whole Loan Custodial Account in accordance with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “Whole Loan Custodial Account”) in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee trust for the benefit of Certificateholders with respect to the Certificateholders Mortgage Loans related to Whole Loans and the related Companion Loan HolderInterest Holders, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement)Account. Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, Account within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the related Whole Loan: (i) all payments on account of principal on the related Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Whole Loan; (iii) all Yield Maintenance Charges on the related Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such the Whole Loan Custodial Account; (v) all Net REO Proceeds on the related Whole Loan withdrawn from an REO Account pursuant to Section 3.16(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Whole Loan; (vi) any amounts received from the related Mortgagor under the related Whole Loan that which represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such the Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each the Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, [assumption application fees fees] and defeasance fees need not be deposited in such the Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance fees received with respect to the Whole Loans. The Master Servicer and the Special Servicer shall not deposit any Assumption Fees and Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Whole Mortgage Loan into the related Whole Loan Custodial Collection Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Intercreditor Agreement) in accordance with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a the Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such the Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Interest Holders and the Special Servicer of the location and account number of each the Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder Interest Holders and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) above with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related Whole Loan Custodial Account in accordance with Section 3.05A(a)the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a any Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement.

Whole Loan Custodial Account. (a) The Master Servicer shall establish and maintain, with respect to each Serviced Whole Loan, one or more separate accounts, which may be sub-accounts of a single account (with respect to each Whole Loan, the “"Whole Loan Custodial Account”") in which the amounts described in clauses (i) through (vii) below shall be deposited and held in the name of the Master Servicer on behalf of the Trustee trust for the benefit of Certificateholders with respect to the Certificateholders Mortgage Loans related to Serviced Whole Loans and the related Companion Loan HolderNoteholders, as their interests may appear; provided that a Whole Loan Custodial Account may be a sub-account of the Collection Account or another Whole Loan Custodial Account (but shall be deemed to be a separate account for purposes of applying the terms of this Agreement)Account. Each of the Whole Loan Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Whole Loan Custodial Account, Account within one Business Day following receipt (or, in the case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the related Serviced Whole Loan: (i) all payments on account of principal on the related Serviced Whole Loan, including the principal component of Unscheduled Payments; (ii) all payments on account of interest on the related Serviced Whole LoanLoan and the interest portion of all Unscheduled Payments; (iii) all Yield Maintenance Charges on the related Serviced Whole Loan; (iv) any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds held in such the Whole Loan Custodial Account; (v) all Net REO Proceeds on the related Serviced Whole Loan withdrawn from an REO Account pursuant to Section 3.16(b3.17(b) of this Agreement and all Net Insurance Proceeds, Net Condemnation Proceeds and Net Liquidation Proceeds with respect to the related Serviced Whole Loan; (vi) any amounts received from the related Mortgagor under the related Whole Loan that which represent (A) recoveries of Property Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein; and (vii) any other amounts required by the provisions of this Agreement to be deposited into such the Whole Loan Custodial Account by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances. (b) The foregoing requirements for deposits in each the Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Feespayments in the nature of late payment charges (subject to Section 3.12 hereof), assumption application fees fees, loan modification fees, loan service transaction fees, extension fees, demand fees, beneficiary statement charges and defeasance similar fees need not be deposited in such the Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, assumption application fees and/or defeasance charges and fees received with respect to the Serviced Whole Loans. The Master Servicer and shall promptly deliver to the Special Servicer shall not deposit any Modification Fees Servicer, as additional special servicing compensation in accordance with Section 3.12, all assumption fees and assumption application fees (or the applicable portions thereof), and other transaction fees received by the Master Servicer or to which the Special ServicerServicer is entitled pursuant to such Section upon receipt of a written statement (on which the Master Servicer is entitled to rely) from the Special Servicer describing the item and amount (unless pursuant to this Agreement it is otherwise clear that the Special Servicer is entitled to such amounts, as applicable, with respect to any Whole Loan into the related Whole Loan Custodial Account and shall instead apply such fees (except to the extent in which case a written statement is not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this Agreementrequired). In the event that the Master Servicer deposits in a the Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such the Whole Loan Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the Trustee, the related Companion Loan Holders Noteholders and the Special Servicer of the location and account number of each the Whole Loan Custodial Account and shall notify the Certificate Administrator, the Trustee, the related Companion Loan Holder Noteholders and the Special Servicer in writing of any subsequent change thereof. Each Whole Loan Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer. (c) Upon receipt of any of the amounts described in clauses (i) through (vii) of Section 3.05A(a) above with respect to a Whole Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the related Whole Loan Custodial Account in accordance with Section 3.05A(a)the second preceding paragraph, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a any Serviced Whole Loan shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the related Whole Loan Custodial Account, all in accordance with Section 3.17 of this Agreement3.17.