Common use of Custodial Accounts Clause in Contracts

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance accordance with Applicable Requirements and Accepted Servicing Practices in all material respectsRequirements. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesAccount, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. Seller has analyzed the payments required to be deposited into the Custodial Accounts and adjusted the payment thereto in order to eliminate any deficiency, except with respect to Mortgage Loans originated within the twelve months prior to the Sale Date. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller and each Originator and Prior Servicer has (a) computed the amount of such payments in compliance accordance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable RequirementsPayments, and when required by the applicable Servicing Agreement have has advanced their its own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments. With respect to Mortgage Escrow Payments, there exist no deficiencies in each case connection therewith for which customary arrangements for repayment thereof have not been made in material compliance accordance with the Applicable Requirements. All funds received by the Seller in connection with the satisfaction of , and no Mortgage Loans, including foreclosure proceeds and insurance proceeds Escrow Payments or other charges or prepayments due from hazard losses, Mortgagor have been deposited in capitalized under any Mortgage Instrument or the appropriate Custodial Account and all such funds have been applied related Mortgage Note. Purchaser reserves the right to pay accrued interest on independently verify the Mortgage Loans, to reduce the principal balance sufficiency of the Mortgage Loans in questionCustodial Accounts, employing such industry accepted practices as, among other things, a test for minimum cash required. Should the Purchaser, the Investor(s) or an auditor determine that the Custodial Account(s) did not contain the required deposits as of the applicable Transfer Date, then Purchaser may make claim against Seller for reimbursement the amount of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Accountunrecoverable shortage (without interest thereon).

Custodial Accounts. All Custodial Accounts required In accordance with this Indenture and the Issuer Account Control Agreement, the Trustee shall, prior to the Signing Date, cause to be maintained established by the Seller have been established and continuously maintained Custodian a single, segregated non-interest bearing securities account in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited name of the Issuer, subject to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practicessecurity interest of U.S. Bank National Association, and have been retained in and disbursed from as Trustee, for the benefit of the Secured Parties, which shall be designated as the Custodial Accounts in material compliance Account, which shall be maintained with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account Custodian in accordance with the Applicable RequirementsIssuer Account Control Agreement. With regard The Custodian shall credit all Portfolio Assets (including, without limitation, Portfolio Assets contributed by the Sole Shareholder pursuant to Primary Mortgage Loans that provide for Mortgage Escrow Paymentsthe Issuer Sale and Contribution Agreement as Voluntary Contributions/Sales) to the Custodial Account upon the delivery by the Issuer (or the Collateral Manager on behalf of the Issuer) or the Sole Shareholder of the relevant duly executed transfer documentation relating to the acquisition thereof by the Issuer to the Custodian. The only permitted withdrawals from the Custodial Account shall be in accordance with the provisions of this Indenture. The Trustee agrees to give the Issuer immediate notice if (to the actual knowledge of a Trust Officer of the Trustee) the Custodial Account or any assets or securities on deposit therein, or otherwise to the credit of the Custodial Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. At any time when all of the Withdrawal Conditions are satisfied, the Seller has (a) computed Collateral Manager, on behalf of the amount Issuer, may by Issuer Order direct the Trustee to, and upon receipt of such payments Issuer Order the Trustee shall, transfer from the Custodial Account all or part of any Portfolio Asset (other than a Zero Value Portfolio Asset) specified in compliance with Applicable Requirementsthe direction from the Collateral Manager to the Sole Shareholder or a Person designated by the Sole Shareholder; provided that the transfer documentation for any such transfer shall provide that the settlement of such transfer shall be conditional upon confirmation from the Valuation Agent on such settlement date that the Withdrawal Conditions are still satisfied. At any time, (b) paid the Collateral Manager, on a timely basis all charges and other items to be paid out behalf of the Mortgage Escrow Payments in material compliance with Issuer, may by Issuer Order direct the Applicable RequirementsTrustee to, and when required upon receipt of such Issuer Order, the Trustee shall, transfer from the Custodial Account all or part of any Zero Value Portfolio Asset specified in the direction from the Collateral Manager to the Sole Shareholder or a Person designated by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial AccountSole Shareholder.

Custodial Accounts. All As of the Sale Date and Servicing Transfer Date, all Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respectsPractices. Custodial As of the Sale Date and Servicing Transfer Date, custodial Funds received by or on behalf of the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, Practices and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by As of the Seller have been credited to the appropriate Custodial Account maintained for escrow paymentsSale Date and Servicing Transfer Date, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has and each Originator and Prior Servicer have (ai) computed the amount of such payments in compliance with Applicable Requirements, (bii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have has advanced their its own respective funds to pay such charges and items, and (ciii) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments. As of the Sale Date and Servicing Transfer Date, with respect to Mortgage Escrow Payments, there exist no deficiencies in each case connection therewith for which customary arrangements for repayment thereof have not been made in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Requirements and Accepted Servicing Practices, and no Mortgage Loans, including foreclosure proceeds and insurance proceeds Escrow Payments or other charges or prepayments due from hazard losses, a Mortgagor have been deposited in capitalized under any Mortgage Instrument or the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the related Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial AccountNote.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Xxxxxx from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All Custodial Accounts required interest, if any, earned on the Replacement Reserve Deposits shall be added to be maintained by and become part of the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesReplacement Reserve Account; provided, however, if applicable law requires, and have been retained so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and disbursed is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Custodial Reserve/Escrow Accounts and the Repairs Escrow Account. Except as provided in material compliance with the Applicable Requirements Section 13.02(a)(8), disbursements shall only be made upon Borrower request and Accepted Servicing Practicesafter satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Escrow Payments received Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Seller have been credited to Mortgaged Property at the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has expense of Borrower (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to which expense may be paid out of the Mortgage Escrow Payments Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in material compliance with the Applicable Requirementscase of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and itemsMortgaged Property, and (c) timely delivered the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the related Mortgagors Replacement Reserve Account, the statements and notices Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by Applicable Requirements this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval. Other than in connection with Custodial Accountsa final request for disbursement, including without limitation statements of taxes and other items paid out disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Mortgage applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Payments Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and notices only to reimburse Borrower for the actual approved costs of adjustments the Restoration. Each disbursement shall be equal to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received actual approved costs of the Restoration items covered by the Seller in connection with disbursement request. In addition, Lender shall not disburse any amounts which would cause the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited funds remaining in the appropriate Custodial Restoration Reserve Account and after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all such funds have been applied to pay accrued interest on remaining Restoration. Lender shall not disburse from the Mortgage Loans, to reduce Restoration Reserve Account the principal balance costs of the Mortgage Loans in question, or for reimbursement of repairs routine maintenance to the Mortgaged Property or as otherwise required by Applicable Requirements or for costs which are on deposit to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the appropriate Custodial AccountRestoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All Custodial Accounts required interest, if any, earned on the Replacement Reserve Deposits shall be added to be maintained by and become part of the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesReplacement Reserve Account; provided, however, if applicable law requires, and have been retained so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and disbursed is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Custodial Reserve/Escrow Accounts and the Repairs Escrow Account. Except as provided in material compliance with the Applicable Requirements Section 13.02(a)(8), disbursements shall only be made upon Borrower request and Accepted Servicing Practicesafter satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Escrow Payments received Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Seller have been credited to Mortgaged Property at the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has expense of Borrower (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to which expense may be paid out of the Mortgage Escrow Payments Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in material compliance with the Applicable Requirementscase of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and itemsMortgaged Property, and (c) timely delivered the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the related Mortgagors Replacement Reserve Account, the statements and notices Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by Applicable Requirements this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval. Other than in connection with Custodial Accountsa final request for disbursement, including without limitation statements of taxes and other items paid out disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Mortgage applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Payments Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and notices only to reimburse Borrower for the actual approved costs of adjustments the Restoration. Each disbursement shall be equal to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received actual approved costs of the Restoration items covered by the Seller in connection with disbursement request. In addition, Lender shall not disburse any amounts which would cause the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited funds remaining in the appropriate Custodial Restoration Reserve Account and after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all such funds have been applied to pay accrued interest on remaining Restoration. Lender shall not disburse from the Mortgage Loans, to reduce Restoration Reserve Account the principal balance costs of the Mortgage Loans in question, or for reimbursement of repairs routine maintenance to the Mortgaged Property or as otherwise required by Applicable Requirements or for costs which are on deposit to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the appropriate Custodial AccountRestoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

Custodial Accounts. All Each of the Company and its Subsidiaries so required has full power and authority to maintain escrow accounts ("Custodial Accounts") for certain of the Mortgage Loans, has established Custodial Accounts required for all escrow deposits relating to be maintained by Servicing Rights, and is the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices lawful fiduciary of all Custodial Accounts related to the Mortgage Loans. Such Custodial Accounts comply in all material respectsrespects with (I) all applicable Regulations (including without limitation Regulations governing the appropriate identification of such accounts and the calculation of the amount of the monthly payments for deposit into Custodial Accounts that mortgagors are required to make) and (II) any terms of the Mortgage Loans (and Mortgage Servicing Agreements) relating thereto, and all such Custodial Accounts have been maintained in all material respects in accordance with usual and customary industry practice. The Custodial Funds Accounts contain the amounts shown in the records of the Company or the appropriate Company Subsidiary, which amounts represent all monies received or advanced by the Seller Company or such Company Subsidiary as required by the applicable Mortgage Servicing Agreements, less amounts remitted by or on behalf of the Company or such Company Subsidiary pursuant to applicable Mortgage Servicing Agreements, except for checks in process. Except as to payments that are past due under the terms of the applicable Loan Documents, all payments of principal and interest due and payable on the Mortgage Loans and all Custodial Account deposits for taxes, assessments, ground rents and fire or hazard insurance have been properly credited to to, and are on deposit in, the appropriate Custodial Account Accounts. The Custodial Accounts do not have any material funding deficiency. Except as set forth in a timely manner Section 4.27 of the Disclosure Schedule, the escrow analysis with respect to each Mortgage Loan has been completed for the most recent required date under applicable Regulations. Notification to the mortgagor of all payment adjustments resulting from such escrow analysis, annual statements of taxes and in material compliance interest paid by the mortgagor and any other statement required by all applicable Regulations has been mailed by the Company or its appropriate Subsidiary or, to the Company's and such Subsidiary's knowledge, by the applicable servicer with Applicable Requirements and Accepted Servicing Practicesrespect to Master Serviced Loans. To the extent required by applicable Regulations, and funds have been retained in and disbursed from advanced by the Company or its appropriate Subsidiary or each servicer, as applicable, to each Custodial Account as necessary to timely make all scheduled escrow disbursements. As of the date of this Agreement, except as required by applicable Regulations, neither the Company nor any of its Subsidiaries is required to pay interest on the Custodial Accounts in material compliance with the Applicable Requirements Accounts. Subject to and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard applicable requirements pertaining generally to Primary Mortgage Loans that provide for Mortgage Escrow Paymentsthe type, size or capitalization of depository institutions qualified to hold such balances, of Investors, Insurers, Agencies or other Governmental Entities having jurisdiction, the Seller Company and each of its Subsidiaries has (a) computed the amount of such payments right and power to determine the financial institution in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of which the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or Accounts are on deposit in the appropriate Custodial Accountheld.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller Related Companies have been established and continuously maintained in compliance all material respects in accordance with Applicable Requirements and Accepted Servicing Practices in Requirements. Except as to payments which are past due under the Mortgage Loans, all material respects. Custodial Funds received Account balances required by the Seller Mortgage Loans and paid to the Related Companies for the account of the Mortgagors under the Mortgage Loans have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, account and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller Related Companies and, to the best of the Sellers' Knowledge and the Company's Knowledge, each Originator and Prior Servicer, in all material respects, has (ai) computed the amount of such payments in compliance accordance with Applicable Requirements, (bii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable RequirementsPayments, and when required by the applicable Servicing Agreement have has advanced their its own respective funds to pay such charges and items, and (ciii) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with the Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respectsPractices. Custodial Funds received by or on behalf of the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller each Mortgage Loan has had (ai) computed the amount of such payments computed in compliance with Applicable Requirements, (bii) paid on a timely basis all charges and other items that are to be paid out of the Mortgage Escrow Payments actually paid on a timely basis in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (ciii) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, timely delivered to the related Mortgagors. With respect to Mortgage Escrow Payments, there exist no deficiencies in each case connection therewith for which customary arrangements for repayment thereof have not been made in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Requirements and Accepted Servicing Practices, and no Mortgage Loans, including foreclosure proceeds and insurance proceeds Escrow Payments or other charges or prepayments due from hazard losses, a Mortgagor have been deposited in capitalized under any Mortgage Instrument or the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the related Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial AccountNote.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance accordance with Applicable Requirements and Accepted Servicing Practices in all material respectsRequirements. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesAccount, and have been retained in and disbursed from the Custodial Accounts in material compliance accordance with Applicable Requirements. In accordance with Applicable Requirements, Seller has analyzed the Applicable Requirements payments required to be deposited into the Custodial Accounts and Accepted Servicing Practicesadjusted the payment thereto in order to eliminate any deficiency. Mortgage Escrow Payments For the avoidance of doubt, prior to transferring the Custodial Funds, Seller shall fully fund the Custodial Account to take into account all prepaid principal, including prepayments in full and curtailments, and interest received by the Seller have been credited with respect to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable RequirementsMortgage Loans. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller and each Originator and Prior Servicer has (a) computed the amount of such payments in compliance accordance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable RequirementsPayments, and when required by the applicable Servicing Agreement have Agreements has advanced their its own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All Custodial Accounts required interest, if any, earned on the Replacement Reserve Deposits shall be added to be maintained by and become part of the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesReplacement Reserve Account; provided, however, if applicable law requires, and have been retained so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and disbursed is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Custodial Accounts in material compliance with the Applicable Requirements Reserve/Escrow Accounts. Disbursements shall only be made upon Borrower request and Accepted Servicing Practicesafter satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Escrow Payments received Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Seller have been credited to Mortgaged Property at the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has expense of Borrower (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to which expense may be paid out of the Mortgage Escrow Payments Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the sixth month and no later than the ninth month of the tenth Loan Year and every tenth Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth Loan Year in material compliance with the Applicable Requirementscase of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and itemsMortgaged Property, and (c) timely delivered the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the related Mortgagors Replacement Reserve Account, the statements and notices Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, upon ten (10) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.2(yyyyy)(23), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by Applicable Requirements this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval. Other than in connection with Custodial Accountsa final request for disbursement, including without limitation statements of taxes and other items paid out disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Mortgage applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Payments Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and notices only to pay for or reimburse Borrower for the actual approved costs of adjustments the Restoration. Each disbursement shall be equal to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received actual approved costs of the Restoration items covered by the Seller in connection with disbursement request. In addition, Lender shall not disburse any amounts which would cause the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited funds remaining in the appropriate Custodial Restoration Reserve Account and after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all such funds have been applied to pay accrued interest on remaining Restoration. Lender shall not disburse from the Mortgage Loans, to reduce Restoration Reserve Account the principal balance costs of the Mortgage Loans in question, or for reimbursement of repairs routine maintenance to the Mortgaged Property or as otherwise required by Applicable Requirements or for costs which are on deposit to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the appropriate Custodial AccountRestoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respectsRequirements. Custodial Funds received by or on behalf of the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesRequirements, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has and each Originator and Prior Servicer have (ai) computed the amount of such payments in compliance with Applicable Requirements, (bii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have has advanced their its own respective funds to pay such charges and items, and (ciii) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments. With respect to Mortgage Escrow Payments, there exist no deficiencies in each case connection therewith for which customary arrangements for repayment thereof have not been made in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of , and no Mortgage Loans, including foreclosure proceeds and insurance proceeds Escrow Payments or other charges or prepayments due from hazard losses, a Mortgagor have been deposited in capitalized under any Mortgage Instrument or the appropriate Custodial Account and all such funds have been applied related Mortgage Note, other than as addressed by loan modifications to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required permitted by Applicable Requirements or are on deposit in the appropriate Custodial AccountRequirements.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All Custodial Accounts required interest, if any, earned on the Replacement Reserve Deposits shall be added to be maintained by and become part of the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesReplacement Reserve Account; provided, however, if applicable law requires, and have been retained so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and disbursed is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Custodial Reserve/Escrow Accounts and the Repairs Escrow Account. Except as provided in material compliance with the Applicable Requirements Section 13.2(aaaaaa)(21), disbursements shall only be made upon Borrower request and Accepted Servicing Practicesafter satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Escrow Payments received Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Seller have been credited to Mortgaged Property at the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has expense of Borrower (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to which expense may be paid out of the Mortgage Escrow Payments Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th) month of the tenth (10th) Loan Year and every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in material compliance with the Applicable Requirementscase of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. Transfers. In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor, or Key Principal that requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Reserve/Escrow Accounts, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and itemsMortgaged Property, and (c) timely delivered the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the related Mortgagors Replacement Reserve Account, the statements and notices Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. Insufficient Funds. Lender may, upon thirty (30) days’ prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account, the Repairs Escrow Account, or the Restoration Reserve Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in any of the Reserve/Escrow Accounts are not sufficient to cover the costs for Required Repairs, Required Replacements, or the Restoration or, pursuant to the terms of Section 13.2(aaaaaa)(22), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements, or Additional Lender Replacements. Borrower’s agreement to complete the Replacements, the Repairs, or the Restoration as required by Applicable Requirements this Loan Agreement shall not be affected by the insufficiency of any balance in the Reserve/Escrow Accounts. Disbursements for Replacements, Repairs, and Restoration. With respect to Replacements, disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval. Other than in connection with Custodial Accountsa final request for disbursement, including without limitation statements of taxes and other items paid out disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount. With respect to Repairs, disbursement requests may only be made after completion of the Mortgage applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Payments Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. With respect to Restoration, disbursement requests may only be made after completion of the applicable Restoration and notices only to reimburse Borrower for the actual approved costs of adjustments the Restoration. Each disbursement shall be equal to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received actual approved costs of the Restoration items covered by the Seller in connection with disbursement request. In addition, Lender shall not disburse any amounts which would cause the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited funds remaining in the appropriate Custodial Restoration Reserve Account and after any disbursement (other than with respect to the final disbursement) to be less than the then-current estimated cost of completing all such funds have been applied to pay accrued interest on remaining Restoration. Lender shall not disburse from the Mortgage Loans, to reduce Restoration Reserve Account the principal balance costs of the Mortgage Loans in question, or for reimbursement of repairs routine maintenance to the Mortgaged Property or as otherwise required by Applicable Requirements or for costs which are on deposit to be reimbursed from any other Reserve/Escrow Account. Disbursement from the Restoration Reserve Account shall not be made more frequently than the Maximum Restoration Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the appropriate Custodial AccountRestoration Reserve Account shall not be less than the Minimum Restoration Reserve Disbursement Amount.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All Custodial Accounts required interest, if any, earned on the Replacement Reserve Deposits shall be added to be maintained by and become part of the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesReplacement Reserve Account; provided, however, if applicable law requires, and have been retained so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and disbursed is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Custodial Reserve/Escrow Accounts and the Repairs Escrow Account. Except as provided in material compliance with the Applicable Requirements Section 13.2(oooooo)(24), disbursements shall only be made upon Borrower request and Accepted Servicing Practicesafter satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Escrow Payments received Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Seller have been credited to Mortgaged Property at the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has expense of Borrower (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to which expense may be paid out of the Mortgage Escrow Payments in material compliance with Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the Applicable Requirements, sixth (6th) month and when required by no later than the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and ninth (c9th) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out month of the Mortgage Escrow Payments tenth (10th) Loan Year and notices every tenth (10th) Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth (5th) Loan Year in the case of adjustments to any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth (5th) Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received Monthly Replacement Reserve Deposit may be adjusted by Lender for the Seller in connection with remaining Loan Term by written notice to Borrower so that the satisfaction of Mortgage Loans, including foreclosure proceeds Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and insurance proceeds from hazard losses, have been deposited when required and/or the amount to be held in the appropriate Custodial Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Accountwhen required.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respectsPractices. Custodial Funds received by or on behalf of the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has and each Originator and Prior Servicer have (ai) computed the amount of such payments in compliance with Applicable Requirements, (bii) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have has advanced their its own respective funds to pay such charges and items, and (ciii) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments. With respect to Mortgage Escrow Payments, there exist no deficiencies in each case connection therewith for which customary arrangements for repayment thereof have not been made in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Requirements and Accepted Servicing Practices, and no Mortgage Loans, including foreclosure proceeds and insurance proceeds Escrow Payments or other charges or prepayments due from hazard losses, a Mortgagor have been deposited in capitalized under any Mortgage Instrument or the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the related Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial AccountNote.

Custodial Accounts. The Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All Custodial Accounts required interest, if any, earned on the Replacement Reserve Deposits shall be added to be maintained by and become part of the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respects. Custodial Funds received by the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing PracticesReplacement Reserve Account; provided, however, if applicable law requires, and have been retained so long as no Event of Default has occurred and is continuing under any of the Loan Documents, Lender shall pay to Borrower the interest earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. Lender shall not be obligated to deposit the Repairs Escrow Deposits or any funds held in the Restoration Reserve Account into an interest-bearing account. In no event shall Lender be obligated to disburse funds from any Reserve/Escrow Account if an Event of Default has occurred and disbursed is continuing. Disbursements by Lender Only. Only Lender or a designated representative of Lender may make disbursements from the Custodial Accounts in material compliance with the Applicable Requirements Reserve/Escrow Accounts. Disbursements shall only be made upon Borrower request (or Master Lessee request, as directed by Borrower) and Accepted Servicing Practicesafter satisfaction of all conditions for disbursement. Adjustment to Deposits. Mortgage Escrow Payments received Loan Terms Exceeding Ten (10) Years. If the Loan Term exceeds ten (10) years (or five (5) years in the case of any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms), a property condition assessment shall be ordered by Lender for the Seller have been credited to Mortgaged Property at the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has expense of Borrower (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to which expense may be paid out of the Mortgage Escrow Payments in material compliance with Replacement Reserve Account if excess funds are available). The property condition assessment shall be performed no earlier than the Applicable Requirements, sixth month and when required by no later than the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out ninth month of the Mortgage Escrow Payments tenth Loan Year and notices every tenth Loan Year thereafter if the Loan Term exceeds twenty (20) years (or the fifth Loan Year in the case of adjustments to any Mortgaged Property that is an “affordable housing property” as indicated on the Summary of Loan Terms and every fifth Loan Year thereafter if the Loan Term exceeds ten (10) years). After review of the property condition assessment, the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received Monthly Replacement Reserve Deposit may be adjusted by Lender for the Seller in connection with remaining Loan Term by written notice to Borrower so that the satisfaction of Mortgage Loans, including foreclosure proceeds Monthly Replacement Reserve Deposits are sufficient to fund the Replacements as and insurance proceeds from hazard losses, have been deposited when required and/or the amount to be held in the appropriate Custodial Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Accountwhen required.

Custodial Accounts. All Custodial Accounts required to be maintained by the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices in all material respectsPractices. Custodial Funds received by or on behalf of the Seller have been properly credited to the appropriate Custodial Account in a timely manner and in material compliance with Applicable Requirements and Accepted Servicing Practices, and have been retained in and disbursed from the Custodial Accounts in material compliance with the Applicable Requirements and Accepted Servicing PracticesPractices and any funds in such Custodial Accounts that have been used by or on behalf of the Seller or a Prior Servicer to make payments of shortfalls relating to prepaid principal and interest or Advances have been or will be reimbursed to the Custodial Account prior to transfer of the Custodial Funds to the Purchaser or its designee pursuant to this Agreement or shall be or will be otherwise accounted for in the reconciliation of funds in the Custodial Accounts and Advances consistent with this Agreement, Accepted Servicing Practices and Applicable Requirements. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. In accordance with Applicable Requirements, the Seller has analyzed the payments required to be deposited into the appropriate Custodial Accounts maintained for escrow payments and adjusted the payment thereto in order to eliminate any deficiency, and Seller has properly accounted for any deficiency resulting from using amounts in the Custodial Account to make Advances, which deficiency will be appropriately funded in the reconciliation of funds in the Custodial Accounts and Advances consistent with this Agreement, Accepted Servicing Practices and Applicable Requirements. With regard to Primary Mortgage Loans that provide for Mortgage Escrow Payments, the Seller has (a) computed the amount of such payments in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments. With respect to Mortgage Escrow Payments, there exist no deficiencies in each case connection therewith for which customary arrangements for repayment thereof have not been made in material compliance with the Applicable Requirements and Accepted Servicing Practices, and, except with respect to modified Mortgage Loans as permitted by Applicable Requirements, no Mortgage Escrow Payments or other charges or prepayments due from Mortgagor have been capitalized under any Mortgage Instrument or the related Mortgage Note. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or are on deposit in the appropriate Custodial Account.

Custodial Accounts. All Each of the Company and its Subsidiaries so required has full power and authority to maintain escrow accounts ("Custodial Accounts") for certain of the Mortgage Loans, has established Custodial Accounts required for all escrow deposits relating to be maintained by Servicing Rights, and is the Seller have been established and continuously maintained in compliance with Applicable Requirements and Accepted Servicing Practices lawful fiduciary of all Custodial Accounts related to the Mortgage Loans. Such Custodial Accounts comply in all material respectsrespects with (i) all applicable Regulations (including without limitation Regulations governing the appropriate identification of such accounts and the calculation of the amount of the monthly payments for deposit into Custodial Accounts that mortgagors are required to make) and (ii) any terms of the Mortgage Loans (and Mortgage Servicing Agreements) relating thereto, and all such Custodial Accounts have been maintained in all material respects in accordance with usual and customary industry practice. The Custodial Funds Accounts contain the amounts shown in the records of the Company or the appropriate Company Subsidiary, which amounts represent all monies received or advanced by the Seller Company or such Company Subsidiary as required by the applicable Mortgage Servicing Agreements, less amounts remitted by or on behalf of the Company or such Company Subsidiary pursuant to applicable Mortgage Servicing Agreements, except for checks in process. Except as to payments that are past due under the terms of the applicable Loan Documents, all payments of principal and interest due and payable on the Mortgage Loans and all Custodial Account deposits for taxes, assessments, ground rents and fire or hazard insurance have been properly credited to to, and are on deposit in, the appropriate Custodial Account Accounts. The Custodial Accounts do not have any material funding deficiency. Except as set forth in a timely manner Section 4.27 of the Disclosure Schedule, the escrow analysis with respect to each Mortgage Loan has been completed for the most recent required date under applicable Regulations. Notification to the mortgagor of all payment adjustments resulting from such escrow analysis, annual statements of taxes and in material compliance interest paid by the mortgagor and any other statement required by all applicable Regulations has been mailed by the Company or its appropriate Subsidiary or, to the Company's and such Subsidiary's knowledge, by the applicable servicer with Applicable Requirements and Accepted Servicing Practicesrespect to Master Serviced Loans. To the extent required by applicable Regulations, and funds have been retained in and disbursed from advanced by the Company or its appropriate Subsidiary or each servicer, as applicable, to each Custodial Account as necessary to timely make all scheduled escrow disbursements. As of the date of this Agreement, except as required by applicable Regulations, neither the Company nor any of its Subsidiaries is required to pay interest on the Custodial Accounts in material compliance with the Applicable Requirements Accounts. Subject to and Accepted Servicing Practices. Mortgage Escrow Payments received by the Seller have been credited to the appropriate Custodial Account maintained for escrow payments, and have been retained in and disbursed from such Custodial Account in accordance with the Applicable Requirements. With regard applicable requirements pertaining generally to Primary Mortgage Loans that provide for Mortgage Escrow Paymentsthe type, size or capitalization of depository institutions qualified to hold such balances, of Investors, Insurers, Agencies or other Governmental Entities having jurisdiction, the Seller Company and each of its Subsidiaries has (a) computed the amount of such payments right and power to determine the financial institution in compliance with Applicable Requirements, (b) paid on a timely basis all charges and other items to be paid out of which the Mortgage Escrow Payments in material compliance with the Applicable Requirements, and when required by the applicable Servicing Agreement have advanced their own respective funds to pay such charges and items, and (c) timely delivered to the related Mortgagors the statements and notices required by Applicable Requirements in connection with Custodial Accounts, including without limitation statements of taxes and other items paid out of the Mortgage Escrow Payments and notices of adjustments to the amount of the Mortgage Escrow Payments, in each case in material compliance with Applicable Requirements. All funds received by the Seller in connection with the satisfaction of Mortgage Loans, including foreclosure proceeds and insurance proceeds from hazard losses, have been deposited in the appropriate Custodial Account and all such funds have been applied to pay accrued interest on the Mortgage Loans, to reduce the principal balance of the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged Property or as otherwise required by Applicable Requirements or Accounts are on deposit in the appropriate Custodial Accountheld.