Common use of Collection of Mortgage Loan Payments Clause in Contracts

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and the Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and consistent remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the applicable Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master ServicerPost-ARD Additional Interest; provided that, in that the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the applicable Master Servicer shall promptly notify or the applicable Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, applicable Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, applicable Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special The Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Loans, and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; provided. The Servicer may, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard and subject to Section 2.5(b), waive, modify or (ii) all other amounts due under such ARD vary any term of any Mortgage Loan have been paidor consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 andprincipal or interest of any Mortgage Loan, in (C) reduce or increase the good faith and reasonable judgment outstanding principal balance of the Special ServicerMortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Liquidation Proceeds expected Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by a grantor trust or any REMIC created pursuant to be recovered in connection with such enforcement action will cover any document providing for the anticipated costs issuance of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced securities backed by Mortgage Loans, . Notwithstanding the Mortgagors make payments directly to the Master Servicer; provided thatforegoing, in the event that any Mortgage Loan is in default or, in the Special Servicer receives a payment that should have been made directly judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, and subject to the Master Servicerapproval of the Owner, the Special Servicer shall promptly forward such payment and written notification to the Master Servicer. Upon receipt Owner, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such payment with respect term or otherwise grant indulgence to a Specially Serviced Mortgage Loanany Mortgagor if in the Servicer’s determination such waiver, the Master Servicer shall promptly notify the Special Servicermodification, and the Special Servicer shall direct the Master Servicer as postponement or indulgence is not materially adverse to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent interests of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Owner (taking into account any estimated Realized Loss that might result absent such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentaction).

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake each make reasonable efforts to collect all payments required called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, for so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall be permitted to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due extent permitted under such ARD the related Mortgage Loan isdocuments; provided, in further, that the good faith and reasonable judgment of Master Servicer or the Special Servicer, necessaryas the case may be, appropriate may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and consistent remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in Directing Certificateholder; provided, further, that the case of a proposed waiver by the Master Servicer, no such waiver Directing Certificateholder shall not have any consent or deferral may be made by the Master Servicer pursuant consultation rights with respect to this Section 3.02 if any Advance has been made Mortgage Loan that is an Excluded Loan as to such delinquent paymentparty with respect to the foregoing waivers.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the applicable Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatPost-ARD Additional Interest; provided, with respect to Specially Serviced Mortgage Loans, that the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the applicable Master Servicer shall promptly notify or the applicable Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, applicable Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, applicable Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special The Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Loans, and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; provided. The Servicer may, howeverconsistent with the Servicing Standard, waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of principal or interest of any Mortgage Loan, (C) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that neither such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Master Servicer nor Code or applicable temporary or final regulations thereunder at any time when the Special Servicer shallMortgage Loan is held by any REMIC created pursuant to the Pooling and Servicing Agreement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action). In addition, if the Mortgage Rate with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect is subject to adjustment at the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment option of the Special Servicer, necessary, appropriate and consistent with holder of the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paidNote, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward not exercise such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentoption.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and the Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, however, that neither the Master Servicer nor or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer shallor the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Serviced Mortgage Loan and Serviced Companion Loan; provided that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and consistent Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or the Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Holder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Holder has consented to such additional waiver (provided that if the Master Servicer or the Special Servicer, as applicable, fails to receive a response to such notice from the Directing Holder in writing within five (5) days of giving such notice, then the Directing Holder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in Directing Holder; provided, further, that the case of a proposed waiver by Directing Holder shall have no consent rights with respect to any Excluded Loan with respect to the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentforegoing waivers.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including without limitation, the Servicing Standard), follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Hyper-Amortization Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesAdvance Interest. The Special Servicer shall ensure that, Consistent with respect to Specially Serviced Mortgage Loansthe foregoing, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicer or the Special Servicer receives each may waive any Default Charges in connection with any specific delinquent payment on a payment that should have been made directly Mortgage Loan it is obligated to service hereunder. _________ (_____) days prior to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt maturity date of any such payment with respect to a Specially Serviced each Balloon Mortgage Loan, the Master Servicer shall promptly notify send a notice to the related Mortgagor of such maturity date (with a copy to be sent to the Special Servicer, ) and shall request confirmation that the Special Servicer shall direct the Master Servicer as to the proper posting of Balloon Payment will be paid by such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdate.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the Master Servicer date hereof until the principal and interest on all Mortgage Loans are paid in full, the Special Servicer Seller shall undertake reasonable efforts proceed diligently to collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall any related Primary Insurance Policy or LPMI Policy, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; providedMortgage Loans and held for its own account. Further, howeverthe Seller shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that neither the Master Servicer nor installments payable by the Special Servicer shall, Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Seller shall not waive any Prepayment Charge with respect to any Serviced Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Seller fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Seller shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Additional Interest the Prepayment Charge which was not collected. Notwithstanding the above, the Seller may waive (other than and shall waive, in the making case of requests (v) below) a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (i) if the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a result of a refinancing by the Seller or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (v) notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Seller hereby acknowledges that for its collection)the purposes of the preceding sentence, unless (i) the taking of an enforcement action with respect law applicable to the payment enforcement of other amounts due under such ARD Mortgage Loan is, in prepayment penalties and charges is the good faith and reasonable judgment law applicable to the related originator of the Special Servicer, necessary, appropriate Mortgage Loans and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, state laws prohibiting or limiting prepayment penalties or charges are preempted and thereby inapplicable if the payment related originator of the mortgage loans is a federal association or federal bank or an operating subsidiary of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advancesinstitution. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in In the event the Special Servicer receives a payment Seller determines that should have been made directly (i) the foregoing acknowledgement is no longer accurate and (ii) applicable state law would prevent it from fully enforcing prepayment penalties or charges, the Seller shall (i) provide prompt notice to such effect to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt Purchaser and (ii) provide a written opinion of any such payment with respect to counsel from a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentcharges would violate applicable law.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master ServicerPost-ARD Additional Interest; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Serviced Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Serviced Mortgage Loan; Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or if applicable a Sub-Servicer) may grant a one time waiver of Default Charges in connection with a late payment, provided that without for any waiver thereafter of Default Charges in connection with a Serviced Loan that is 30 days or more past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Directing Certificateholder before granting such waiver or deferral may be made by subject to the obligation of the Master Servicer pursuant to this Section 3.02 act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if any Advance it has been made as to not responded in writing (which may be via fax or e-mail) within ten Business Days of its receipt of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master ServicerPost-ARD Additional Interest; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and the Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and consistent remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special The Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Loans, and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; provided. The Servicer may, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard and subject to Section 2.5(a), waive, modify or (ii) all other amounts due under such ARD vary any term of any Mortgage Loan have been paidor consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 andprincipal or interest of any Mortgage Loan, in (C) reduce or increase the good faith and reasonable judgment outstanding principal balance of the Special ServicerMortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Liquidation Proceeds expected to Servicer has determined, after consultation with its counsel, that such a modification would not be recovered in connection with such enforcement action will cover treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the anticipated costs of such enforcement action and, if applicable, Code or applicable temporary or final regulations thereunder at any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced time when the Mortgage Loans, the Mortgagors make payments directly Loan is held by any REMIC created pursuant to the Master Servicer; provided thatPooling and Servicing Agreement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the Special Servicer receives a judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment that should have been made directly of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the Master postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, the Special Servicer shall promptly forward such payment modification, postponement or indulgence is not materially adverse to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent interests of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Certificateholders (taking into account any estimated Realized Loss that might result absent such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentaction).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and any Serviced Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced 158 Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master ServicerPost-ARD Additional Interest; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and the Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatPost-ARD Additional Interest; provided, with respect to Specially Serviced Mortgage Loanshowever, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and the Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and consistent remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in Directing Certificateholder; provided, further, that the case of a proposed waiver by Directing Certificateholder shall have no consent rights with respect to the Master Servicer, no such waiver or deferral may be made by Excluded Loan with respect to the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentforegoing waivers.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the Master date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer and the Special Servicer shall undertake reasonable efforts to will diligently collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder any related Primary Insurance Policy and shall Applicable Regulations, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. The Servicer shall apply all payments on a Mortgage Loan as follows: first, to reimburse itself for any related unreimbursed Advances; second, to the Monthly Payment due on the Mortgage Loan with respect to the current Due Date; third, to unpaid Monthly Payments due on the Mortgage Loan as of any prior Due Date since the Cut-off Date with respect to which the Servicer has not previously made an Advance; fourth, as a recovery of any P&I Arrearages on such Mortgage Loan; fifth, to reimburse itself for any related unreimbursed Servicing StandardAdvances; sixth, as a recovery of any Servicing Arrearages on such Mortgage Loan; seventh, to any ancillary servicing compensation (i.e. amounts that may be retained by the Servicer pursuant to Section 2.18 hereof); and eighth, to any partial prepayments on such Mortgage Loan; provided, however, ; that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Liquidated Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment DateLoan, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking Servicer may apply Liquidation Proceeds thereon to cover both unreimbursed Advances and unreimbursed Servicing Advances on such Liquidated Mortgage Loan pursuant to priority first above and (ii) following application of an enforcement action with respect such Liquidation Proceeds to cover unreimbursed Advance and Servicing Advances, all remaining Liquidation Proceeds shall be applied to the outstanding Principal Balance of such Liquidated Mortgage Loan prior to applying any remaining amounts pursuant to the payment of application procedures set forth pursuant to clauses fourth through seventh above. The Servicer will take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other amounts due under such ARD Mortgage Loan ischarges that, as provided in the good faith Mortgage, will become due and reasonable judgment of payable to that end that the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, installments payable by the Mortgagors make payments directly will be sufficient to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward pay such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, charges as and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentwhen they become due and payable.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the Serviced respective Mortgage Loans and the Companion Loans it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatPost-ARD Additional Interest; provided, with respect to Specially Serviced Mortgage Loanshowever, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither none of the Master Servicer nor Servicers or the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have obtained the consent of the Controlling Class Representative and/or the related Serviced Mortgage Loan Group Controlling Party, as and to the extent contemplated by the Master Servicer pursuant to this Section 3.02 if any Advance has been made Sections 3.08, 3.20, 3.24 and 3.27, as to such delinquent paymentapplicable.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), howeverprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, that neither so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer nor and the Special Servicer shallServicer, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent may in its discretion waive any Penalty Charge in connection with the Servicing Standard or (ii) all other amounts due under such ARD any delinquent payment on a Mortgage Loan have been paidor Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of Master Servicer or the Special Servicer, the Liquidation Proceeds expected to be recovered as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such enforcement action will cover 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, Trust with respect to Specially Serviced such Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward Loan or Companion Loan. Any additional waivers during such payment to the Master Servicer. Upon receipt of any such payment 24-month period with respect to a Specially Serviced such Mortgage Loan, Loan may be made only after the Master Servicer shall promptly notify the or Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoingapplicable, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder, no and the Directing Certificateholder has consented to such additional waiver or deferral may be made by (provided that if the Master Servicer pursuant or Special Servicer, as applicable, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder, in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither none of the Master Servicer nor Servicers or the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have, as and to the extent contemplated by Section 3.24, obtained the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentconsent of the Controlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the maturity date of the related Mortgage Loan; provided, howeverfurther, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer may, in its discretion, with respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or all of the Additional Interest accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such Mortgage Loan in full, including the Stated Principal Balance, provided that it acts in accordance with the Servicing Standard and it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the Master Servicer's request for such consent), and neither the Master Servicer nor the Special Servicer shallwill have any liability to the Trust Fund, the Certificateholders or any other person for any determination that is made in accordance with the Servicing Standard. The Master Servicer, with respect regard to any Serviced a Mortgage Loan that constitutes an ARD is not a Specially Serviced Mortgage Loan, may waive any Default Charges in connection with any payment on such Mortgage Loan after its Anticipated Repayment two (2) times during any period of 12 consecutive months and no more than four (4) times following the Closing Date, unless such Default Charges would otherwise be payable to the Master Servicer pursuant to Section 3.26. No such additional waiver shall be permitted without the consent of the Controlling Class Representative, which consent shall be deemed granted if not denied in writing (which may be sent via facsimile transmission or electronic mail) within five Business Days of such request. Notwithstanding any of the foregoing, in the case of the Xxxxxxx Trust Mortgage Loans identified on Schedule VII, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of a Mortgagor to make any payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the a late payment charge or demand payment of other amounts due under such ARD a late payment charge from a Mortgagor, in each case prior the expiration of the grace period for Periodic Payments, if any, set forth in the related Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdocuments.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including without limitation, the Servicing Standard), follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Master Servicer (or if applicable a Sub-Servicer, with regard to ) may grant a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any one time waiver of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; payment, provided that without for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is thirty (30) days or more past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Special Servicer Directing Certificateholder before granting such waiver. The Directing Certificateholder's consent shall be deemed granted if it has not responded in the case of a proposed waiver by the Master Servicer, no such waiver or deferral writing (which may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to via fax or e-mail) within ten (10) Business Days of its receipt of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans, the Companion Loans and the Trust Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and consistent Trust Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan, Serviced Companion Loan and Trust Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and Trust Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan, Companion Loan or Trust Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake make reasonable efforts in accordance with Accepted Servicing Practices to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and the extent such procedures shall follow such collection procedures as are be consistent with this Agreement and 55 the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith terms and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt provisions of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentrelated Required Insurance Policy. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer may in its discretion (i) waive any late payment charge or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges penalty interest in connection with collecting any late payment the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due on a Serviced Mortgage Loan; provided that without Note for a period not greater than 125 days. In the consent event of the Special Servicer in the case of a proposed waiver by the Master Servicerany such arrangement, no such waiver or deferral may be made by the Master Servicer or the Trustee, if applicable, subject to and in accordance with the terms of Articles V and VIII of this Agreement, shall make Advances on the related Mortgage Loan (except with respect to principal on Simple Interest Loans) during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, and shall be entitled to reimbursement therefor in accordance with Section 4.03 hereof. The Master Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to this Section 3.02 which such payment is required is prohibited by applicable law. In addition, if (x) a Mortgage Loan is in default or default is imminent or (y) the Master Servicer delivers to the Trustee a certification, based on the advice of counsel or certified public accountants, in either case, that have a national reputation with respect to taxation of REMICs, that a modification of such Mortgage Loan will not result in the imposition of taxes on or disqualify any Advance has been made as REMIC hereunder, the Master Servicer may, (A) amend the related Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that such delinquent paymentreduced Mortgage Rate shall in no event be lower than 7.5% and (B) amend any Mortgage Note to extend the maturity thereof but not beyond the Latest Possible Maturity Date.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the Master Servicer date hereof until the principal and interest on all Mortgage Loans are paid in full, the Special Servicer shall undertake reasonable efforts proceed diligently to collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall any related Primary Insurance Policy, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; providedMortgage Loans and held for its own account. Further, howeverfor escrowed accounts, the Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that neither the Master installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Servicer nor the Special Servicer shall, shall not waive any Prepayment Charge with respect to any Serviced Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Servicer fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Servicer, unless otherwise provided for in the related Confirmation, shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Additional Interest the Prepayment Charge which was not collected. Notwithstanding the above, the Servicer may waive (other than and shall waive, in the making case of requests (v) below) a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (i) if the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a result of a refinancing by the Servicer or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (v) notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Servicer hereby acknowledges that for its collection)the purposes of the preceding sentence, unless (i) the taking of an enforcement action with respect law applicable to the payment enforcement of other amounts due under such ARD Mortgage Loan is, in prepayment penalties and charges is the good faith and reasonable judgment law applicable to the related originator of the Special Servicer, necessary, appropriate Mortgage Loans and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, state laws prohibiting or limiting prepayment penalties or charges are preempted and thereby inapplicable if the payment related originator of the mortgage loans is a federal association or federal bank or an operating subsidiary of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advancesinstitution. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in In the event the Special Servicer receives a payment determines that should have been made directly (i) the foregoing acknowledgement is no longer accurate and (ii) applicable state law would prevent it from fully enforcing prepayment penalties or charges, the Servicer shall (i) provide prompt notice to such effect to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt Purchaser and (ii) provide a written opinion of any such payment with respect to counsel from a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentcharges would violate applicable law.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentpayment (to the extent such Default charges are necessary to offset Advance Interest on such Advance).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the any Serviced Mortgage Loans and Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatPost-ARD Additional Interest; provided, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans (other than the JQH Hotel Portfolio Mortgage Loan after the JQH Hotel Portfolio Servicing Transfer Event) and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); providedprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, that neither the Master Servicer nor and the Special Servicer shallServicer, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest Excess Interest, other than requests for collection, until the maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than the making of requests for its collection), unless (i) the taking of an enforcement action a Penalty Charge payable with respect to the payment of other amounts due under Companion Loans if the related Intercreditor Agreement provides that such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has Penalty Charge may not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Companion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Master Servicer in or Special Servicer, as the case may be, has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, no such waiver or deferral may be made by that if the Master Servicer pursuant or Special Servicer, as the case may be, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer Servicers and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the applicable Master Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The applicable Master Servicer or the Special Servicer, necessaryas the case may be, appropriate and consistent may in its discretion waive any Penalty Charge in connection with the Servicing Standard or (ii) all other amounts due under such ARD any delinquent payment on a Mortgage Loan have been paidor Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of applicable Master Servicer or the Special Servicer, as the Liquidation Proceeds expected to be recovered case may be, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such enforcement action will cover 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, Trust with respect to Specially Serviced such Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward Loan or Companion Loan. Any additional waivers during such payment to the Master Servicer. Upon receipt of any such payment 24-month period with respect to a Specially Serviced such Mortgage Loan, Loan may be made only after the applicable Master Servicer shall promptly notify the or Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case may be, has given notice of a proposed waiver by to the Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, that if the applicable Master Servicer or Special Servicer, no such waiver or deferral as the case may be made by the Master Servicer pursuant be, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the applicable Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither none of the Master Servicer nor Servicers or the Special Servicer Servicers shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and a Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the applicable Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have obtained the consent of the Controlling Class Representative and/or the related Serviced Mortgage Loan Group Controlling Party, as and to the extent contemplated by the Master Servicer pursuant to this Section 3.02 if any Advance has been made Sections 3.08, 3.20, 3.24, 3.27, 3.28 and 3.29, as to such delinquent paymentapplicable.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the Serviced respective Mortgage Loans it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatPost-ARD Additional Interest; provided, with respect to Specially Serviced Mortgage Loanshowever, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify or the Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including without limitation, the Servicing Standard), follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Hyper-Amortization Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesAdvance Interest. The Special Servicer shall ensure that, Consistent with respect to Specially Serviced Mortgage Loansthe foregoing, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicer or the Special Servicer receives each may waive any Default Charges in connection with any specific delinquent payment on a payment that should have been made directly Mortgage Loan it is obligated to service hereunder. At least ninety (90) days prior to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt maturity date of any such payment with respect to a Specially Serviced each Balloon Mortgage Loan, the Master Servicer shall promptly notify send a notice to the related Mortgagor of such maturity date (with a copy to be sent to the Special Servicer, ) and shall request confirmation that the Special Servicer shall direct the Master Servicer as to the proper posting of Balloon Payment will be paid by such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdate.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest Excess Interest, other than requests for collection, until the maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Servicer may in its discretion waive any Penalty Charge (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment Penalty Charge payable with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that Grace Building Senior Companion Loan without the consent of the Special holder of such Grace Building Senior Companion Loan after the securitization of the Grace Building A-2 Note, the Grace Building A-3 Note or the Grace Building A-4 Note) in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder (and with respect to any Grace Building Senior Companion Note, no such waiver or deferral may be made by the Master Servicer pursuant related Grace Building Senior Companion Noteholder), and the Directing Certificateholder (and with respect to this Section 3.02 if any Advance Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder) has been made as consented to such delinquent paymentadditional waiver (provided that if the Servicer fails to receive a response to such notice from the Directing Certificateholder (and with respect to any Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder) in writing within five (5) days of giving such notice, then the Directing Certificateholder (and with respect to any Grace Building Senior Companion Note, the related Grace Building Senior Companion Noteholder) shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; providedprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer may, in its discretion, with respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or all of the Additional Interest accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such Mortgage Loan in full, including the Stated Principal Balance, provided that it acts in accordance with the Servicing Standard and it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the Master Servicer's request for such consent), and neither the Master Servicer nor the Special Servicer shall, with respect to will have any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect liability to the payment of Additional Interest (Trust Fund, the Certificateholders or any other than the making of requests person for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, any determination that is made in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesStandard. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced such Mortgage Loan; provided that Loan two (2) times during any period of 12 consecutive months and no more than four (4) times following the Closing Date, unless such Default Charges would otherwise be payable to the Master Servicer pursuant to Section 3.26. No such additional waiver shall be permitted without the consent of the Special Servicer Controlling Class Representative, which consent shall be deemed granted if not denied in the case of a proposed waiver by the Master Servicer, no such waiver or deferral writing (which may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to sent via facsimile transmission or electronic mail) within five Business Days of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Serviced Mortgage LoanLoan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or if applicable a Sub-Servicer) may grant a one time waiver of Default Charges in connection with a late payment; provided that without for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or more past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Directing Certificateholder before granting such waiver or deferral may be made by subject to the obligation of the Master Servicer pursuant to this Section 3.02 act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if any Advance it has been made as to not responded in writing (which may be via fax or e-mail) within [ten] Business Days of its receipt of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Subordinate Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Subordinate Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Subordinate Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and consistent the related Subordinate Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer Servicers and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), however, provided that neither the Master Servicer nor or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The applicable Master Servicer or the Special Servicer shallServicer, with respect to as applicable, may in its discretion waive any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action Penalty Charge (other than a Penalty Charge payable with respect to the payment of Additional Interest (other than Companion Loans if the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under related Intercreditor Agreement provides that such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has Penalty Charge may not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the applicable Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Companion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the applicable Master Servicer in or Special Servicer, as the case may be, has given notice of a proposed waiver by to the Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, that if the applicable Master Servicer or Special Servicer, no such waiver or deferral as the case may be made by the Master Servicer pursuant be, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven may in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered its discretion waive any Penalty Charge in connection with such enforcement action will cover the anticipated costs any delinquent payment on a Mortgage Loan that it is obligated to service hereunder three (3) times during any period of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, twenty-four (24) consecutive months with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the applicable Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither none of the Master Servicer nor Servicers or the Special Servicer Servicers shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and a Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the applicable Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have obtained the consent of the Controlling Class Representative and/or the related Serviced Mortgage Loan Group Controlling Party, as and to the extent contemplated by the Master Servicer pursuant to this Section 3.02 if any Advance has been made Sections 3.08, 3.20, 3.24, 3.27 and 3.28, as to such delinquent paymentapplicable.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; provided, further, that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund’s right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans or the Non-Serviced Companion Loans) that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loan; provided that without Loans or the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentNon-Serviced Companion Loans).

Collection of Mortgage Loan Payments. (a) Each of Continuously from ------------------------------------ the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Master Servicer and the Special Servicer shall undertake reasonable efforts will proceed diligently to collect all payments required due under the terms and provisions each of the Serviced Mortgage Loans it is obligated when the same shall become due and payable and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent it follows with the Servicing Standardrespect to comparable mortgage loans held in its own portfolio; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to may not waive any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, increase in the good faith and reasonable judgment of Mortgage Rate permitted by the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt terms of any Mortgage Note (unless such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentincrease is not permitted by applicable law). Consistent with the foregoing, the Special ServicerMaster Servicer may in its discretion (i) waive any assumption fee, with regard to a Specially Serviced Mortgage Loan, late payment charge or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges other charge in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without Loan and (ii) if the consent Mortgagor is in default or about to be in default because of the Special Servicer in Mortgagor's financial condition, arrange a schedule, running for no more than 180 days after the case Due Date for the initial delinquent installment on the related Mortgage Note, for the liquidation of a proposed waiver by delinquent items. The foregoing clause (ii) is subject to the proviso that the Master Servicer, no Servicer may in its discretion arrange with the Mortgagor a schedule for the payment of interest and principal due and unpaid for a period that exceeds 180 days if such waiver or deferral may be made arrangement is determined by the Master Servicer to be reasonable and consistent with its then current practices respecting comparable mortgage loans held in its own portfolio, including but not limited to its practices regarding mortgage loans secured by mortgage properties located in federally designated disaster areas. Any such arrangements shall not diminish or otherwise affect the Master Servicer's obligation to make Advances pursuant to Section 6.03. At its sole discretion, the Master Servicer may, but shall not be obligated to, purchase a Defaulted Mortgage Loan at its Purchase Price. For purposes of this Agreement, any such Defaulted Mortgage Loan so purchased by the Master Servicer shall be deemed to be a Liquidated Mortgage Loan that became liquidated at the time of such purchase, and the Purchase Price paid by the Master Servicer shall be Liquidation Proceeds. The Master Servicer shall deposit such Purchase Price in the Certificate Account at the time of such purchase and shall be entitled to receive an instrument of assignment or transfer from the Trustee in the same manner as provided in Section 3.02 if any Advance has been made as to such delinquent payment2.02.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectibility; provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, howeverthat with respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the maturity date of the related Mortgage Loan; provided, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer may, in its discretion, with respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or all of the Additional Interest accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such Mortgage Loan in full, including the Stated Principal Balance, provided that it acts in accordance with the Servicing Standard and it has received the consent of the Special Servicer, and neither the Master Servicer nor the Special Servicer shall, with respect to will have any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect liability to the payment of Additional Interest (Trust Fund, the Certificateholders or any other than the making of requests person for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, any determination that is made in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentStandard. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan that is not a Specially Serviced Mortgage Loan, Loan may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, howeverthat with respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan Documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the maturity date of the related Mortgage Loan; provided, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan Documents. The Master Servicer may, in its discretion, with respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or all of the Additional Interest accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such Mortgage Loan in full, including the Stated Principal Balance, provided that it acts in accordance with the Servicing Standard and it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the Master Servicer's request for such consent), and neither the Master Servicer nor the Special Servicer shall, with respect to will have any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect liability to the payment of Additional Interest (Trust Fund, the Certificateholders or any other than the making of requests person for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, any determination that is made in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesStandard. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced such Mortgage Loan; provided that Loan three times during any period of 24 consecutive months. No such additional waiver shall be permitted without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentControlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related Loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Serviced Mortgage Loan; Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or if applicable a Sub-Servicer) may grant a one time waiver of Default Charges in connection with a late payment, provided that without for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or more past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Directing Certificateholder before granting such waiver or deferral may be made by subject to the obligation of the Master Servicer pursuant to this Section 3.02 act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if any Advance it has been made as to not responded in writing (which may be via fax or e-mail) within ten Business Days of its receipt of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and the Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and consistent remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Serviced Mortgage LoanLoan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or if applicable a Sub-Servicer) may grant a one-time waiver of Default Charges in connection with a late payment; provided that without for any waiver thereafter of Default Charges in connection with a Mortgage Loan that is 30 days or more past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Directing Certificateholder before granting such waiver or deferral may be made by subject to the obligation of the Master Servicer pursuant to this Section 3.02 act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder’s consent shall be deemed granted if any Advance it has been made as to not responded in writing (which may be via fax or e-mail) within [ten] Business Days of its receipt of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatshall, with respect to Specially Serviced Mortgage Loans, direct the Mortgagors to make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and the Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the applicable Master Servicer and to the applicable Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither the applicable Master Servicer nor the Special Servicer shallshall not, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the applicable Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure thatPost-ARD Additional Interest; provided, with respect to Specially Serviced Mortgage Loans, that the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the applicable Master Servicer shall promptly notify or the applicable Special Servicer, and as the Special Servicer shall direct case may be, may take action to enforce the Master Servicer as Trust Fund’s right to apply excess cash flow to principal in accordance with the proper posting terms of such paymentthe related Mortgage Loan Documents. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, applicable Master Servicer or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, applicable Special Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Mortgage Loan or Serviced Mortgage Pari Passu Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake use reasonable efforts to collect or cause to be collected all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are generally comparable to the collection procedures of prudent mortgage lenders servicing mortgage loans similar to the Mortgage Loans for their own account to the extent such procedures shall be consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentthis Agreement. Consistent with the foregoing, the Special Master Servicer may in its discretion (i) waive or permit to be waived any late payment charge, Prepayment Charge (subject to the waiver standard set forth in Section 3.01(e)), assumption fee, or any penalty interest or similar charge or fee in connection with the prepayment of a Mortgage Loan and (ii) suspend or reduce or permit to be suspended or reduced regular monthly payments for a period of up to twelve months, or arrange or permit an arrangement with a Mortgagor for a scheduled liquidation of delinquencies; PROVIDED, HOWEVER, that the Master Servicer may permit the foregoing only if it believes, in good faith, that such action or actions will be in the best interest of the Certificateholders. In the event the Master Servicer shall consent to the deferment of the Due Dates for payments due on a Mortgage Note, the Master Servicer shall nonetheless make a Monthly Advance to the same extent as if such installment were due, owing and delinquent and had not been deferred; PROVIDED, HOWEVER, that the obligation of the Master Servicer to make a Monthly Advance shall apply only to the extent that the Master Servicer believes that such Monthly Advance is not a Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master Servicer may also waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's determination such waiver, with regard modification, postponement or indulgence is not materially adverse to a Specially Serviced the interests of the Certificateholders; PROVIDED, HOWEVER, that the Master Servicer may not modify materially or permit any Subservicer to modify any Mortgage Loan, including without limitation any modification that would change the Mortgage Rate, forgive the payment of any principal or interest (other than in connection with the liquidation of the related Mortgage Loan or with prepayments to the extent any related reamortization is not inconsistent with the terms of the Mortgage Loan), or extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or, in the judgment of the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdefault is reasonably foreseeable.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven may in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered its discretion waive any Penalty Charge in connection with such enforcement action will cover the anticipated costs any delinquent payment on a Mortgage Loan that it is obligated to service hereunder three times during any period of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, twenty-four (24) consecutive months with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the Master date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer and the Special Servicer shall undertake reasonable efforts to will diligently collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder any related Primary Insurance Policy and shall Applicable Regulations, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. The Servicer shall apply all payments on a Mortgage Loan as follows: first, to reimburse itself for any related unreimbursed Advances; second, to the Monthly Payment due on the Mortgage Loan with respect to the current Due Date; third, to unpaid Monthly Payments due on the Mortgage Loan as of any prior Due Date since the Cut-off Date with respect to which the Servicer has not previously made an Advance; fourth, to reimburse itself for any related unreimbursed Servicing StandardAdvances; fifth, to any ancillary servicing compensation (i.e. amounts that may be retained by the Servicer pursuant to Section 2.18 hereof); and sixth, to any partial prepayments on such Mortgage Loan; provided, however, ; that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Liquidated Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment DateLoan, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking Servicer may apply Liquidation Proceeds thereon to cover both unreimbursed Advances and unreimbursed Servicing Advances on such Liquidated Mortgage Loan pursuant to priority first above and (ii) following application of an enforcement action with respect such Liquidation Proceeds to cover unreimbursed Advance and Servicing Advances, all remaining Liquidation Proceeds shall be applied to the outstanding Principal Balance of such Liquidated Mortgage Loan prior to applying any remaining amounts pursuant to the payment of application procedures set forth pursuant to clauses fourth and fifth above. The Servicer will take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other amounts due under such ARD Mortgage Loan ischarges that, as provided in the good faith Mortgage, will become due and reasonable judgment of payable to that end that the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, installments payable by the Mortgagors make payments directly will be sufficient to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward pay such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, charges as and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentwhen they become due and payable.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); provided, howeverthat with respect to the Mortgage Loans that have Anticipated Repayment Dates, that neither so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer nor and the Special Servicer shallServicer, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent may in its discretion waive any Penalty Charge in connection with the Servicing Standard or (ii) all other amounts due under such ARD any delinquent payment on a Mortgage Loan have been paidor Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of Master Servicer or the Special Servicer, the Liquidation Proceeds expected to be recovered as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such enforcement action will cover 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, Trust with respect to Specially Serviced such Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward Loan or Companion Loan. Any additional waivers during such payment to the Master Servicer. Upon receipt of any such payment 24-month period with respect to a Specially Serviced such Mortgage Loan, Loan may be made only after the Master Servicer shall promptly notify the or Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoingapplicable, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder, no and the Directing Certificateholder has consented to such additional waiver or deferral may be made by (provided, that if the Master Servicer pursuant or Special Servicer, as applicable, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related loan documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Serviced Mortgage Loan; Loan it is obligated to service hereunder. Consistent with the foregoing and in each case subject to the Servicing Standard, the Master Servicer (or if applicable a Sub-Servicer) may grant a one time waiver of Default Charges in connection with a late payment, provided that without for any waiver thereafter of Default Charges in connection with a Loan that is 30 days or more past due, and with respect to which Advances, Advance Interest or Additional Trust Fund Expenses have been incurred and remain unreimbursed to the Trust, the Master Servicer must obtain the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no Directing Certificateholder before granting such waiver or deferral may be made by subject to the obligation of the Master Servicer pursuant to this Section 3.02 act in accordance with applicable law and the Servicing Standard. The Directing Certificateholder's consent shall be deemed granted if any Advance it has been made as to not responded in writing (which may be via fax or e-mail) within ten Business Days of its receipt of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Servicer and the Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for collection, until the maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Servicer may in its collection), unless (i) the taking discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder three times during any period of an enforcement action twenty-four consecutive months with respect to the payment of other amounts due under such ARD any Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under Companion Loan. Any additional waivers during such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, 24-month period with respect to Specially Serviced such Mortgage Loans, Loan may be made only after the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder, no such waiver or deferral may be made by and the Master Servicer pursuant to this Section 3.02 if any Advance Directing Certificateholder has been made as consented to such delinquent paymentadditional waiver (provided that if the Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans, the Companion Loans and the Trust Companion Loan it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and consistent the Trust Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan, Serviced Companion Loan and the Trust Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and the Trust Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan, Companion Loan or Trust Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement; (including, without limitation, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven may in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered its discretion waive any Penalty Charge in connection with such enforcement action will cover the anticipated costs any delinquent payment on a Mortgage Loan that it is obligated to service hereunder three times during any period of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, twenty-four consecutive months with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentDirecting Certificateholder.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and Servicers or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; providedprovided that with respect to the Serviced Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan documents, that neither the Master Servicer nor Servicers and the Special Servicer shall(including the Special Servicer in its capacity as a Certificateholder), with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isLoan; provided, in the good faith and reasonable judgment of further, that either Master Servicer or the Special Servicer, necessaryas the case may be, appropriate and consistent may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the Servicing Standard terms of the Mortgage Loan documents. Either Master Servicer may, in its discretion, with respect to Serviced Mortgage Loans that have Anticipated Repayment Dates, waive any or (ii) all of the Additional Interest accrued on any such Serviced Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such ARD Serviced Mortgage Loan have been paidin full, including the payment of such Additional Interest has not been forgiven Stated Principal Balance, provided that it acts in accordance with Section 3.20 and, in the good faith Servicing Standard and reasonable judgment it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the applicable Master Servicer's request for such consent), the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs and neither of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicers nor the Special Servicer receives a payment that should will have been made directly any liability to the Master ServicerTrust Fund, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of Certificateholders or any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent other person for any determination that is made in accordance with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Servicing Standard. The applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced such Mortgage Loan; provided Loan two (2) times during any period of 12 consecutive months and no more than four (4) times following the Closing Date, except that without such limitations shall not apply with respect to the portion of any Default Charges that would otherwise be payable to such Master Servicer pursuant to Section 3.26. A waiver of Default Charges that is prohibited under the prior sentence shall nonetheless be permitted with the consent of the Special Servicer Controlling Class Representative, which consent shall be deemed granted if not denied in the case of a proposed waiver by the Master Servicer, no such waiver or deferral writing (which may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to sent via facsimile transmission or electronic mail) within five Business Days of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and the Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced each Mortgage Loan that constitutes has an ARD Mortgage Loan after its Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking Maturity Date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor until the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and consistent remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in Directing Certificateholder; provided, further, that the case of a proposed waiver by Directing Certificateholder shall have no consent rights with respect to the Master Servicer, no such waiver or deferral may be made by Excluded Loan with respect to the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentforegoing waivers.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the Master Servicer date hereof until the principal and interest on all Mortgage Loans are paid in full, the Special Interim Servicer shall undertake reasonable efforts proceed diligently to collect all payments required due under each Mortgage Loan when the terms same shall become due and provisions of payable and shall, to the Serviced Mortgage Loans it is obligated to service hereunder and extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; providedMortgage Loans and held for its own account. Further, howeverthe Interim Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that neither the Master installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Interim Servicer nor the Special Servicer shall, shall not waive any Prepayment Charge with respect to any Serviced Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Interim Servicer fails to collect the Prepayment Charge upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Interim Servicer shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Additional Interest the Prepayment Charge which was not collected. Notwithstanding the above, the Interim Servicer may waive (other than and shall waive, in the making case of requests (v) below) a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (i) if the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a result of a refinancing by the Interim Servicer or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (v) notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Interim Servicer hereby acknowledges that for its collection)the purposes of the preceding sentence, unless the law applicable to the enforcement of prepayment penalties and charges is the law applicable to the related originator of the Mortgage Loans. In the event the Interim Servicer determines that (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith foregoing acknowledgement is no longer accurate and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paidapplicable state law would prevent it from fully enforcing prepayment penalties or charges, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Interim Servicer shall ensure that, with respect (i) provide prompt notice to Specially Serviced Mortgage Loans, the Mortgagors make payments directly such effect to the Master Servicer; provided that, Purchaser and (ii) provide a written opinion of counsel from a nationally recognized law firm experienced in the event the Special Servicer receives a payment regulatory matters concluding that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, fully enforcing prepayment penalties or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentcharges would violate applicable law.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, it follows with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect mortgage loans comparable to the payment of Additional Interest (other than the making of requests for Mortgage Loans held in its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith own portfolio and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to serviced by the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special ServicerMaster Servicer may in its discretion (a) waive any late payment charge and (b) subject to Section 3.01, with regard only upon determining that the coverage of such Mortgage Loan by any related Primary Mortgage Insurance Policy will not be affected, extend the due dates for payments due on a Mortgage Note for a period not greater than 365 days, but in no event beyond the maturity date of any Mortgage Loan. In the event of any such arrangement described in clause (b) of the preceding sentence, the Master Servicer shall continue to a Specially Serviced make timely Monthly Advances on the related Mortgage Loan, or pursuant to and in accordance with Section 5.04 of this Agreement (but subject to any limitations contained therein), during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. The Master Servicer covenants and agrees that the Master Servicer shall waive a Prepayment Charge only under the following circumstances: (i) such waiver would, in the reasonable judgement of the Master Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan and, if such waiver is made in connection with regard to a Performing Serviced refinancing of the related Mortgage Loan, may waive such refinancing is related to a default or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without reasonably foreseeable default, or (ii) such waiver is otherwise required by applicable law or, upon the consent advice of the Special Servicer in the case of a proposed waiver by counsel to the Master Servicer, no such waiver or deferral may be made by would expose the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentliability under applicable law.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake reasonable use its best efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Documents and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to constitute the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment’s collection procedures for mortgage loans serviced by it for its own account. Consistent with the foregoing, and without limiting the Special generality of the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge, overlimit fee, prepayment charge or other fees that may be collected in the ordinary course of servicing a Mortgage Loan and (ii) arrange with a Mortgagor a schedule for the payment of principal and interest due and unpaid; provided, that such arrangement is consistent with the Master Servicer’s policies with respect to mortgage loans; and provided further, with regard that notwithstanding such arrangement, such Mortgage Loans shall be included in the information regarding delinquent Mortgage Loans set forth in the Monthly Statement, but shall not be separately identified as being subject to a Specially Serviced payment arrangement. The Master Servicer may also extend the due date for payment due on a Mortgage Loan in accordance with its normal servicing practices; provided, that the Master Servicer shall first determine that any such waiver or extension will not materially adversely affect the Lien of the related Mortgage Documents or the interests of the Issuer or the Indenture Trustee. Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan, or subject, if applicable, to the second paragraph of Section 3.01(b). Notwithstanding the foregoing, in the ordinary course of its business, the Master Servicer, including through its Affiliates, may offer mortgage products via promotions or solicitations as well as respond to unsolicited requests for refinancing from Mortgagors on the Mortgage Loans. Consistent with regard the terms of this Agreement, the Master Servicer may consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor; provided, that in the Master Servicer’s determination, such waiver, modification, postponement or indulgence relates to a Performing Serviced Mortgage Loanreasonable business purpose; and provided further, may waive that such waiver, modification, postponement or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without indulgence shall not materially and adversely affect the consent interests of the Special Servicer Securityholders. In addition, and without limitation, if a HELOC is in default or, in the case judgment of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by default is reasonably foreseeable, the Master Servicer pursuant may, through modification or otherwise, convert such HELOC to this Section 3.02 if any Advance has been made as to such delinquent paymenta fully amortizing HEL.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake reasonable use commercially best efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Documents and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to constitute the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment's collection procedures for mortgage loans serviced by it for its own account. Consistent with the foregoing, and without limiting the Special generality of the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge, overlimit fee, prepayment penalty or other fees that may be collected in the ordinary course of servicing a Mortgage Loan; (ii) arrange with a Mortgagor a schedule for the payment of principal and interest due and unpaid; provided, that such arrangement is consistent with the Master Servicer's policies with respect to mortgage loans; and provided further, with regard that notwithstanding such arrangement, such Mortgage Loans shall be included in the information regarding delinquent Mortgage Loans set forth in the Loan Level Data Report, but shall not be separately identified as being subject to a Specially Serviced payment arrangement. The Master Servicer may also extend the due date for payment due on a Mortgage Loan in accordance with its normal servicing practices; provided, that the Master Servicer shall first determine that any such waiver or extension will not materially adversely affect the Lien of the related Mortgage Documents or the interests of the Issuer, the Indenture Trustee or the Enhancer and with respect to any Mortgage Loan, the due date for any payment due under any Mortgage Loan may not be extended beyond the maturity date of the Mortgage Loan with the latest maturity date as of the Cut-Off Date. With respect to any Mortgage Loan that is 180 days or more delinquent, the Master Servicer will treat such loan as a Liquidated Mortgage Loan. Notwithstanding such treatment, the Master Servicer will continue to make reasonable efforts to collect all payments due on any such delinquent Mortgage Loan. Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan, subject, if applicable, to the second paragraph of Section 3.01(b). Notwithstanding the foregoing, in the ordinary course of its business, the Master Servicer, including through its affiliates, may offer mortgage products via promotions or solicitations as well as respond to unsolicited requests for refinancing from Mortgagors on the Mortgage Loans. The Master Servicer may also waive any prepayment penalties with regard respect to any refinancing of a Mortgage Loan in accordance with its normal servicing practices Consistent with the terms of this Agreement, the Master Servicer may consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor; provided, that in the Master Servicer's determination, such waiver, modification, postponement or indulgence relates to a Performing Serviced Mortgage Loanreasonable business purpose; and provided further, may waive that such waiver, modification, postponement or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without indulgence shall not materially and adversely affect the consent interests of the Special Servicer Securityholders or the Enhancer. In addition, and without limitation, if a HELOC is in default or, in the case judgment of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by default is reasonably foreseeable, the Master Servicer pursuant may, through modification or otherwise, convert such HELOC to this Section 3.02 if any Advance has been made as to such delinquent paymenta fully amortizing HEL.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing StandardStandards); providedprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, that neither the Master Servicer nor and the Special Servicer shallServicer, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest Excess Interest, other than requests for collection, until the maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than the making of requests for its collection), unless (i) the taking of an enforcement action a Penalty Charge payable with respect to the payment of other amounts due under Companion Loans if the related Intercreditor Agreement provides that such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has Penalty Charge may not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Companion Loans if the related Intercreditor Agreement provides that such Penalty Charge may not be waived without the consent of the related Companion Loan Holder after the securitization of such Companion Loan) in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Master Servicer in or Special Servicer, as the case may be, has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder and the Directing Certificateholder has consented to such additional waiver (provided, no such waiver or deferral may be made by that if the Master Servicer pursuant or Special Servicer, as the case may be, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), howeverprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, that neither so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer nor and the Special Servicer shallServicer, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent may in its discretion waive any Penalty Charge in connection with the Servicing Standard or (ii) all other amounts due under such ARD any delinquent payment on a Mortgage Loan have been paid, or Companion Loan it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Master Servicer or Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if as applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder and, no prior to the 345 Park Avenue South Control Appraisal Event, the 345 Park Avenue Soutx X Xxxx Xxxxxxxxxxxxve, and the Directing Certificxxxxxxxxx xxx, xxxxx xx the 345 Park Avenue South Control Appraisal Event, the 345 Park Avenue Soutx X Xxxx Xxxxxxxxxxxxve has consented to such waiver or deferral may be made by additxxxxx xxxxxx (xxxxxxxx that if the Master Servicer pursuant or Special Servicer, as applicable, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder and, prior to the 345 Park Avenue South Control Appraisal Event, the 345 Park Avenue Soutx X Xxxx Xxxxxxxxxxxxve in writing within five (5) xxxx xx xxxxxx xxxx xxxice, then the Directing Certificateholder and, prior to the 345 Park Avenue South Control Appraisal Event, the 345 Park Avenue Soutx X Xxxx Xxxxxxxxxxxxve shall be deemed to have conxxxxxx xx xxxx xxxxxxxx waiver).

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake reasonable use its best efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Documents and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to constitute the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment's collection procedures for mortgage loans serviced by it for its own account. Consistent with the foregoing, and without limiting the Special generality of the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge, overlimit fee, prepayment penalty or other fees that may be collected in the ordinary course of servicing a Mortgage Loan and (ii) arrange with a Mortgagor a schedule for the payment of principal and interest due and unpaid; provided, that such arrangement is consistent with the Master Servicer's policies with respect to mortgage loans; and provided further, with regard that notwithstanding such arrangement, such Mortgage Loans shall be included in the information regarding delinquent Mortgage Loans set forth in the Servicing Certificate, but shall not be separately identified as being subject to a Specially Serviced payment arrangement. The Master Servicer may also extend the due date for payment due on a Mortgage Loan in accordance with its normal servicing practices; provided, that the Master Servicer shall first determine that any such waiver or extension will not materially adversely affect the Lien of the related Mortgage Documents or the interests of the Issuer, the Indenture Trustee or, in the case of the Mortgage Loans in Group I, the Enhancer and with respect to any Mortgage Loan in Group I, the due date for any payment due under any Mortgage Loan in Group I may not be extended more than six months beyond the maturity date of the Mortgage Loan in Group I with the latest maturity date as of the Cut-Off Date. Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan, subject, if applicable, to the second paragraph of Section 3.01(b). Consistent with the terms of this Agreement, the Master Servicer may consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor; provided, that in the Master Servicer's determination, such waiver, modification, postponement or indulgence relates to a reasonable business purpose; and provided further, that such waiver, modification, postponement or indulgence shall not materially and adversely affect the interests of the Securityholders or, in the case of the Mortgage Loans in Group I, the Enhancer. In addition, and without limitation, if a HELOC is in default or, in the judgment of the Master Servicer, with regard to a Performing Serviced Mortgage Loansuch default is reasonably foreseeable, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant may, through modification, convert such HELOC to this Section 3.02 if any Advance has been made as to such delinquent paymenta fully amortizing HEL.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special The Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Loans, and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as for all Mortgage Loans that are consistent with the Servicing Standard; provided. The Servicer may, howeverconsistent with the Servicing Standard, waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of principal or interest of any Mortgage Loan, (C) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that neither such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Master Servicer nor Code or applicable temporary or final regulations thereunder at any time when the Special Servicer shallMortgage Loan is held by any REMIC created pursuant to the Pooling and Servicing Agreement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Trust Fund (taking into account any estimated Realized Loss that might result absent such action). In addition, if the Mortgage Rate with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect is subject to adjustment at the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment option of the Special Servicer, necessary, appropriate and consistent with holder of the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paidNote, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward not exercise such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentoption.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including without limitation, the Servicing Standard), follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesAdvance Interest. The Special Servicer shall ensure that, Consistent with respect to Specially Serviced Mortgage Loansthe foregoing, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicer or the Special Servicer receives each may waive any Default Charges in connection with any specific delinquent payment on a payment that should have been made directly Mortgage Loan it is obligated to service hereunder. Ninety (90) days prior to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt maturity date of any such payment with respect to a Specially Serviced each Balloon Mortgage Loan, the Master Servicer shall promptly notify send a notice to the related Mortgagor of such maturity date (with a copy to be sent to the Special Servicer, ) and shall request written confirmation that the Special Servicer shall direct the Master Servicer as to the proper posting of Balloon Payment will be paid by such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdate.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the applicable Special Servicer shall undertake reasonable make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither none of the Master Servicer nor Servicers or the Special Servicer Servicers shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and a Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the applicable Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have, as and to the extent contemplated by Section 3.24 and/or, if a Mortgage Loan in Shell Plaza Loan Group is involved, Section 3.25, obtained the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentconsent of the Controlling Class Representative and/or the Shell Plaza Controlling Party.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), howeverprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, that neither so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer nor and the Special Servicer shallServicer, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isor the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the good faith and reasonable judgment terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, necessaryas applicable, appropriate and consistent may in its discretion waive any Penalty Charge in connection with the Servicing Standard or (ii) all other amounts due under such ARD any delinquent payment on a Mortgage Loan have been paid, or Companion Loan it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Master Servicer or Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if as applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case has given notice of a proposed waiver by to the Master Servicer, no Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver or deferral may be made by (provided that if the Master Servicer pursuant or Special Servicer, as applicable, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; providedprovided that with respect to the Serviced Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the maturity date of the related Mortgage Loan; provided further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer may, in its discretion, with respect to Serviced Mortgage Loans that have Anticipated Repayment Dates, waive any or all of the Additional Interest accrued on any such Serviced Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such Serviced Mortgage Loan in full, including the Stated Principal Balance, provided that it acts in accordance with the Servicing Standard and it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the Master Servicer's request for such consent), and neither the Master Servicer nor the Special Servicer shallwill have any liability to the Trust Fund, the Certificateholders or any other person for any determination that is made in accordance with the Servicing Standard. The Master Servicer, with respect regard to any a Serviced Mortgage Loan that constitutes an ARD is not a Specially Serviced Mortgage Loan, may waive any Default Charges in connection with any payment on such Mortgage Loan after its Anticipated Repayment two (2) times during any period of 12 consecutive months and no more than four (4) times following the Closing Date, unless such Default Charges would otherwise be payable to the Master Servicer pursuant to Section 3.26. No such additional waiver shall be permitted without the consent of the Controlling Class Representative, which consent shall be deemed granted if not denied in writing (which may be sent via facsimile transmission or electronic mail) within five Business Days of such request. Notwithstanding any of the foregoing, in the case of the Merrill Trust Mortgage Loans identified on Exhibit V, the Master Servicxx xxx the Special Servicer shall not take any enforcement action with respect to the failure of a Mortgagor to make any payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the a late payment charge or demand payment of other amounts due under such ARD a late payment charge from a Mortgagor, in each case prior the expiration of the grace period for Periodic Payments, if any, set forth in the related Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdocuments.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans, and any guaranties thereof, it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; provided, further, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans or the Non-Serviced Companion Loans) that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loan; provided that without Loans or the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentNon-Serviced Companion Loans).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; and provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectibility; provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund’s right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Servicer and Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for collection, until the maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Servicer or the Special Servicer each may in its collection), unless (i) the taking discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder three times during any period of an enforcement action twenty-four consecutive months with respect to the payment of other amounts due under such ARD any Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under Companion Loan. Any additional waivers during such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, 24-month period with respect to Specially Serviced such Mortgage Loans, Loan may be made only after the Mortgagors make payments directly to the Master Servicer; provided that, in the event the applicable Servicer or Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder, no such waiver or deferral may be made by and the Master Servicer pursuant to this Section 3.02 if any Advance Directing Certificateholder has been made as consented to such delinquent paymentadditional waiver (provided that if the applicable Servicer or Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans and Companion Loans (subject to the right of certain Companion Holders to receive payments directly from the related Mortgagor pursuant to the related Intercreditor Agreement) it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), however, provided that neither the Master Servicer nor or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer shallServicer, with respect to as applicable, may in its discretion waive any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action Penalty Charge (other than a Penalty Charge payable with respect to the payment Bank of Additional Interest (other than America Plaza Companion Note after the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment securitization of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment Bank of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that America Plaza Companion Note without the consent of the Bank of America Plaza Companion Noteholder) in connection with any delinquent payment on a Mortgage Loan or Companion Loan it is obligated to service hereunder three times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided, that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge (other than a Penalty Charge payable with respect to the Bank of America Plaza Companion Note after the securitization of the Bank of America Plaza Companion Note without the consent of the Bank of America Plaza Companion Noteholder) in connection with any delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made only after the Master Servicer in the case or Special Servicer, as applicable, has given notice of a proposed waiver by to the Master Servicer, no Directing Certificateholder and the Directing Certificateholder has consented to such additional waiver or deferral may be made by (provided that if the Master Servicer pursuant or Special Servicer, as applicable, fails to this Section 3.02 if any Advance has been made as receive a response to such delinquent paymentnotice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer and the applicable Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither none of the Master Servicer nor Servicers or the Special Servicer Servicers shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and a Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the Master Servicer shall have obtained the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have, as and to the extent contemplated by Section 3.24, obtained the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentconsent of the Controlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of Subject to Section 3.01(d), the Master Servicer (with respect to Performing Mortgage Loans) and the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related Mortgage Loan Documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Master Servicer (as to Performing Mortgage Loans) and the Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) each may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant Loan it is obligated to this Section 3.02 if any Advance has been made as to such delinquent paymentservice hereunder.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer Servicer, with respect to each Performing Mortgage Loan, and the applicable Special Servicer Servicer, with respect to each Specially Serviced Mortgage Loan, shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced each Mortgage Loans it is obligated to service hereunder and Loan and, in connection therewith, shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement and the related Mortgage Loan Documents and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, PROVIDED that neither none of the Master Servicer nor Servicers or Special Servicers (other than the applicable Special Servicer Servicer) shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the applicable Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the applicable Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section SECTION 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesAdvance Interest. The Special Servicer shall ensure that, Consistent with respect to Specially Serviced Mortgage Loansthe foregoing, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the applicable Master Servicer, as to a Performing Mortgage Loan, and the applicable Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect , as to a Specially Serviced Mortgage Loan, each may waive any Default Charges in connection with any specific delinquent payment on such Mortgage Loan; PROVIDED that, to the extent the applicable Master Servicer shall promptly notify Servicer, as to a Performing Mortgage Loan, and the applicable Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, waives any Default Charges, any outstanding Advance Interest, property inspection costs and other Additional Trust Fund Expenses with respect to such Mortgage Loan that would otherwise have been paid out of such Default Charges shall be paid out of the Additional Master Servicing Compensation payable to such Master Servicer or Additional Special Servicing Compensation payable to such Special Servicer, as the case may be, with respect to that Mortgage Loan; and PROVIDED, FURTHER, that if no Additional Master Servicing Compensation or Additional Special Servicing Compensation, as applicable, is available to offset the outstanding Advance Interest, property inspection costs and other Additional Trust Fund Expenses with respect to such Mortgage Loan that would otherwise be offset by the Default Charges, then the -115- applicable Master Servicer or Special Servicer, as the case may be, shall not waive such Default Charges unless (i) it is the first such waiver with respect to the subject Mortgage Loan under such circumstances (regardless of whether such first waiver is made by the applicable Master Servicer or the Master applicable Special Servicer), with regard to or (ii) in the case of a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the applicable Master Servicer has obtained the consent of the Special Servicer which has, as and to the extent contemplated by SECTION 3.24, obtained the consent of the Controlling Class Representative, or (iii) in the case of a proposed waiver Specially Serviced Mortgage Loan, the Special Servicer has, as and to the extent contemplated by SECTION 3.24, obtained the Master Servicer, no such waiver or deferral may be made by consent of the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentControlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer (with respect to Performing Mortgage Loans) and the applicable Special Servicer (with respect to Specially Serviced Mortgage Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement, the related Mortgage Loan Documents, in the case of any B Loan, the related A/B Intercreditor Agreement and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the such Master Servicer nor the such Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the applicable Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the applicable Master Servicer (as to Performing Mortgage Loans) and the applicable Special Servicer, with regard Servicer (as to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) each may waive or defer any Default Charges in connection with collecting any late specific delinquent payment on a Mortgage Loan it is obligated to service hereunder; provided that, to the extent the applicable Master Servicer (as to Performing Mortgage Loans) and the applicable Special Servicer (as to Specially Serviced Mortgage Loans) waives any Default Charges, any outstanding interest on Advances and Additional Trust Fund Expenses with respect to the related Mortgage Loan that would otherwise have been paid out of such Default Charges shall be paid out of the Additional Master Servicing Compensation payable to such Master Servicer or Additional Special Servicing Compensation payable to such Special Servicer, as the case may be, with respect to that Mortgage Loan; provided and provided, further, that if no Additional Master Servicing Compensation or Additional Special Servicing Compensation, as applicable, is available to offset the outstanding interest on advances or inspection costs that would otherwise be offset by the Default Charges, then the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not waive such Default Charges without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentControlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and Servicers or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; providedprovided that with respect to the Serviced Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan documents, that neither the Master Servicers and Special Servicer nor (including the Special Servicer shallin its capacity as a Certificateholder), with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isLoan; provided, in the good faith and reasonable judgment of further, that either Master Servicer or the Special Servicer, necessaryas the case may be, appropriate and consistent may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the Servicing Standard terms of the Mortgage Loan documents. Either Master Servicer may, in its discretion, with respect to Serviced Mortgage Loans that have Anticipated Repayment Dates, waive any or (ii) all of the Additional Interest accrued on any such Serviced Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such ARD Serviced Mortgage Loan have been paidin full, including the payment of such Additional Interest has not been forgiven Stated Principal Balance, provided that it acts in accordance with Section 3.20 and, in the good faith Servicing Standard and reasonable judgment it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the applicable Master Servicer's request for such consent), the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs and neither of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicers nor the Special Servicer receives a payment that should will have been made directly any liability to the Master ServicerTrust Fund, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of Certificateholders or any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent other person for any determination that is made in accordance with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Servicing Standard. The applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced such Mortgage Loan; provided Loan two (2) times during any period of 12 consecutive months and no more than four (4) times following the Closing Date, except that without such limitations shall not apply with respect to the portion of any Default Charges that would otherwise be payable to such Master Servicer pursuant to Section 3.26. A waiver of Default Charges that is prohibited under the prior sentence shall nonetheless be permitted with the consent of the Special Servicer Controlling Class Representative, which consent shall be deemed granted if not denied in writing (which may be sent via facsimile transmission or electronic mail) within five Business Days of such request. Notwithstanding any of the foregoing, in the case of a proposed waiver by the Master ServicerMerrill Trust Mortgage Loans identixxxx xx Schedule VII, no such waiver or deferral may be made by the neither Master Servicer pursuant nor the Special Servicer shall take any enforcement action with respect to this Section 3.02 the failure of a Mortgagor to make any payment of a late payment charge or demand payment of a late payment charge from a Mortgagor, in each case prior to the expiration of the grace period for Periodic Payments, if any Advance has been made as to such delinquent paymentany, set forth in the related Mortgage Loan documents.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor 91 or the Special Servicer shallof collectibility; provided, further, that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund’s right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectibility; provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund’s right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans or the Non-Serviced Companion Loans) that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loan; provided that without Loans or the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentNon-Serviced Companion Loans).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of Continuously from the Master Servicer related Closing Date until the principal and interest on all Mortgage Loans are paid in full, the Special Interim Servicer shall undertake reasonable efforts proceed diligently to collect all payments required due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall any related Primary Insurance Policy, follow such collection procedures as are consistent it follows with respect to mortgage loans comparable to the Servicing Standard; providedMortgage Loans and held for its own account. Further, howeverthe Interim Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that neither the Master installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable. The Interim Servicer nor the Special Servicer shall, shall not waive any Prepayment Charge with respect to any Serviced Mortgage Loan that constitutes an ARD which contains a Prepayment Charge which prepays during the term of the charge. If the Interim Servicer fails to collect the Prepayment Charge to which the Purchaser is entitled pursuant to the terms of this Agreement and the related Confirmation upon any prepayment of any Mortgage Loan after its Anticipated Repayment Datewhich contains a Prepayment Charge, take any enforcement action with respect the Interim Servicer shall pay the Purchaser at such time (by deposit to the payment Custodial Account) an amount equal to amount of Additional Interest the Prepayment Charge which was not collected. Notwithstanding the above, the Interim Servicer may waive (other than and shall waive, in the making case of requests (v) below) a Prepayment Charge without paying the Purchaser the amount of the Prepayment Charge (i) if the Mortgage Loan is in default (defined as 61 days or more delinquent) and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) if the prepayment is not a result of a refinancing by the Interim Servicer or any of its affiliates and the Mortgage Loan is foreseen to be in default and such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (iii) if the collection of the Prepayment Charge would be in violation of applicable laws, (iv) if the collection of such Prepayment Charge would be considered "predatory" pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters and (v) notwithstanding any state or federal law to the contrary, any instance when a Mortgage Loan is in foreclosure. The Interim Servicer hereby acknowledges that for its collection)the purposes of the preceding sentence, unless (i) the taking of an enforcement action with respect law applicable to the payment enforcement of other amounts due under such ARD Mortgage Loan is, in prepayment penalties and charges is the good faith and reasonable judgment law applicable to the related originator of the Special Servicer, necessary, appropriate Mortgage Loans and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, state laws prohibiting or limiting prepayment penalties or charges are preempted and thereby inapplicable if the payment related originator of the mortgage loans is a federal association or federal bank or an operating subsidiary of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advancesinstitution. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in In the event the Special Interim Servicer receives a payment determines that should have been made directly (i) the foregoing acknowledgement is no longer accurate and (ii) applicable state law would prevent it from fully enforcing prepayment penalties or charges, the Interim Servicer shall (i) provide prompt notice to such effect to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt Purchaser and (ii) provide a written opinion of any such payment with respect to counsel from a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, nationally recognized law firm experienced in regulatory matters concluding that fully enforcing prepayment penalties or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentcharges would violate applicable law.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, provided that neither of the Master Servicer nor the Special Servicer Servicers shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless and the Special Servicer may do so only if (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentAdvance Interest. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the applicable Master Servicer, with regard to a Performing Serviced Mortgage Loan, Servicer may waive or defer any grant case-by-case waivers of Default Charges in connection with collecting any a late payment on a Serviced Mortgage Loan; , provided that without that, for any waiver thereof under any Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding and (y) either (1) the waiver would be the fourth (or more) such waiver for such Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect of any Monthly Payment, the applicable Master Servicer shall have obtained the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made which shall have, as and to the extent contemplated by Section 3.24, obtained the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentconsent of the Controlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of the The Master Servicer and the Special Servicer shall undertake reasonable use its best efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated Documents and shall, to service hereunder and the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to constitute the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment’s collection procedures for mortgage loans serviced by it for its own account. Consistent with the foregoing, and without limiting the Special generality of the foregoing, the Master Servicer may in its discretion (i) waive any late payment charge, overlimit fee, prepayment charge or other fees that may be collected in the ordinary course of servicing a Mortgage Loan and (ii) arrange with a Mortgagor a schedule for the payment of principal and interest due and unpaid; provided, that such arrangement is consistent with the Master Servicer’s policies with respect to mortgage loans; and provided further, with regard that notwithstanding such arrangement, such Mortgage Loans shall be included in the information regarding delinquent Mortgage Loans set forth in the Monthly Statement, but shall not be separately identified as being subject to a Specially Serviced payment arrangement. The Master Servicer may also extend the due date for payment due on a Mortgage Loan in accordance with its normal servicing practices; provided, that the Master Servicer shall first determine that any such waiver or extension will not materially adversely affect the Lien of the related Mortgage Documents or the interests of the Issuer, the Indenture Trustee or, in the case of the Mortgage Loans in Group I, the Enhancer; provided further, that the maturity of any Mortgage Loan shall not be extended past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. Consistent with the terms of this Agreement, the Master Servicer may waive, modify or vary any term of any Mortgage Loan, or subject, if applicable, to the second paragraph of Section 3.01(b). Notwithstanding the foregoing, in the ordinary course of its business, the Master Servicer, including through its Affiliates, may offer mortgage products via promotions or solicitations as well as respond to unsolicited requests for refinancing from Mortgagors on the Mortgage Loans. Consistent with regard the terms of this Agreement, the Master Servicer may consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor; provided, that in the Master Servicer’s determination, such waiver, modification, postponement or indulgence relates to a Performing Serviced Mortgage Loanreasonable business purpose; and provided further, may waive that such waiver, modification, postponement or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without indulgence shall not materially and adversely affect the consent interests of the Special Servicer Securityholders or, in the case of the Mortgage Loans in Group I, the Enhancer. In addition, and without limitation, if a proposed waiver by HELOC is in default or, in the judgment of the Master Servicer, no such waiver or deferral may be made by default is reasonably foreseeable, the Master Servicer pursuant may, through modification or otherwise, convert such HELOC to this Section 3.02 if any Advance has been made as to such delinquent paymenta fully amortizing HEL.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan (other than the One & Two International Place Companion Loan or the 450 West 33rd Street Companion Loan) that is not a Specially Serviced Mortgage LoanXxxxxxxx Xxxx, may xxx waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan (other than the One & Two International Place Companion Loan or the 450 West 33rd Street Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall, to the extent such procedures shall be consistent with this Agreement (including without limitation, the Servicing Standard), follow such collection procedures as are consistent with it would follow were it the Servicing Standardowner of such Mortgage Loans; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans; and, provided, further, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Excess Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, and without regard to such Excess Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Excess Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesAdvance Interest. The Special Servicer shall ensure that, Consistent with respect to Specially Serviced Mortgage Loansthe foregoing, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicer or the Special Servicer receives each may waive any Default Charges and/or Default Interest in connection with any specific delinquent payment on a payment that should have been made directly Mortgage Loan it is obligated to service hereunder. Ninety (90) days prior to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt maturity date of any such payment with respect to a Specially Serviced each Balloon Mortgage Loan, the Master Servicer shall promptly notify send a notice to the related Mortgagor of such maturity date (with a copy to be sent to the Special Servicer, ) and shall request written confirmation that the Special Servicer shall direct the Master Servicer as to the proper posting of Balloon Payment will be paid by such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentdate.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and Servicers or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; providedprovided that with respect to the Mortgage Loans that have Anticipated Repayment Dates, howeverso long as the related Mortgagor is otherwise in compliance with each provision of the related Mortgage Loan documents, that neither the Master Servicer nor Servicers and the Special Servicer shall(including the Special Servicer in its capacity as a Certificateholder), with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking maturity date of an enforcement action with respect to the payment of other amounts due under such ARD related Mortgage Loan isLoan; provided, in the good faith and reasonable judgment of further, that either Master Servicer or the Special Servicer, necessaryas the case may be, appropriate and consistent may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the Servicing Standard terms of the Mortgage Loan documents. Either Master Servicer may, in its discretion, with respect to Mortgage Loans that have Anticipated Repayment Dates, waive any or (ii) all of the Additional Interest accrued on any such Mortgage Loan if the Mortgagor is ready and willing to pay all other amounts due under such ARD Mortgage Loan have been paidin full, including the payment of such Additional Interest has not been forgiven Stated Principal Balance, provided that it acts in accordance with Section 3.20 and, in the good faith Servicing Standard and reasonable judgment it has received the consent of the Special Servicer and the Controlling Class Representative (which consent will be deemed granted if not denied in writing within 10 Business Days after the Special Servicer's receipt of the applicable Master Servicer's request for such consent), the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs and neither of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event Servicers nor the Special Servicer receives a payment that should will have been made directly any liability to the Master ServicerTrust Fund, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of Certificateholders or any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent other person for any determination that is made in accordance with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Servicing Standard. The applicable Master Servicer, with regard to a Performing Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced such Mortgage Loan; provided Loan two (2) times during any period of 12 consecutive months and no more than four (4) times following the Closing Date, except that without such limitations shall not apply with respect to the portion of any Default Charges that would otherwise be payable to such Master Servicer pursuant to Section 3.26. A waiver of Default Charges that is prohibited under the prior sentence shall nonetheless be permitted with the consent of the Special Servicer Controlling Class Representative, which consent shall be deemed granted if not denied in the case of a proposed waiver by the Master Servicer, no such waiver or deferral writing (which may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to sent via facsimile transmission or electronic mail) within five Business Days of such delinquent paymentrequest.

Collection of Mortgage Loan Payments. (a) Each In accordance with and to the extent of the Master Servicer and the Special Servicer shall undertake reasonable efforts to collect all payments required under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with the Servicing Standard; provided, however, that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify make reasonable efforts in accordance with the Special Servicer, customary and usual standards of practice of prudent mortgage servicers to collect all payments called for under the Special Servicer shall direct the Master Servicer as Mortgage Loans to the proper posting of such paymentextent the procedures are consistent with this Agreement, the Supplemental PMI Policy and any related Required Insurance Policy. Consistent with the foregoing, the Special Master Servicer may in its discretion (i) waive any late payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than six months. However, the Master Servicer cannot extend the maturity of any Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan in the applicable Loan Group as of the related Cut-off Date. Consistent with the foregoing, the Master Servicer may waive, modify, or vary any term of any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Master Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Trustee or the Certificateholders. However, unless the related Mortgagor is in imminent default with regard respect to a Specially Serviced the Mortgage Loan, or such default is, in the judgment of the Master Servicer, with regard to a Performing Serviced Mortgage Loanimminent, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer shall not permit any modification with respect to any Mortgage Loan that would change the interest rates, any interest rate cap or the related Gross Margin, forgive the payment of any principal or interest, change the outstanding principal amount or change the final maturity date. In the event of any such arrangement, the Master Servicer shall make Monthly Advances on the related Mortgage Loan in accordance with Section 4.01 during the scheduled period in accordance with the amortization schedule of the Mortgage Loan without modification thereof because of the arrangements. The Master Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note, or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage Note or other instrument pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentwhich the payment is required is prohibited by applicable law.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans or the Non-Serviced Companion Loans) that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loan; provided that without Loans or the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentNon-Serviced Companion Loans).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectability; and provided, further that with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund's right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan (other than the 11 Madison Avenue Companion Loans) txxx xx xxx x Xxxxially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without Loan or Companion Loan (other than the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment11 Madison Avenue Companion Loans).

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Serviced Mortgage Loans and Companion Loans, and any guaranties thereof, it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures as are consistent in accordance with the Servicing Standard; provided, however, that neither nothing herein shall be construed as an express or implied guarantee by the Master Servicer nor or the Special Servicer shallof collectibility; provided, further, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after documents, the Master Servicer and Special Servicer (including the Special Servicer in its Anticipated Repayment Datecapacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (or principal in excess of the principal component of the constant Periodic Payment, other than the making of requests for its collection), unless (i) until the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment maturity date of the related Mortgage Loan; provided that the Master Servicer or Special Servicer, necessaryas the case may be, appropriate and consistent with may take action to enforce the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven Trust Fund’s right to apply excess cash flow to principal in accordance with Section 3.20 and, in the good faith and reasonable judgment terms of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such paymentLoan documents. Consistent with the foregoingforegoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or defer any Default Charges late payment charge in connection with collecting any late payment on a Serviced Mortgage Loan or Companion Loan; provided that without the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent payment.

Collection of Mortgage Loan Payments. (a) Each of the The applicable Master Servicer (with respect to Performing Mortgage Loans) and the applicable Special Servicer (with respect to each Specially Serviced Mortgage Loans) shall undertake reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder and shall follow such collection procedures as are consistent with applicable law, the express terms of this Agreement, the related Mortgage Loan Documents, in the case of any B Loan or Washington Center Junior Loan, the related A/B Intercreditor Agreement and, to the extent consistent with the foregoing, the Servicing Standard; provided, however, provided that neither the such Master Servicer nor the such Special Servicer shall, with respect to any Serviced Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its collection), unless (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the applicable Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the applicable Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on AdvancesAdvance Interest. The Consistent with the foregoing, the applicable Master Servicer (as to Performing Mortgage Loans), and the applicable Special Servicer shall ensure that, with respect (as to Specially Serviced Mortgage Loans), the Mortgagors make payments directly each may waive any Default Charges in connection with any specific delinquent payment on a Mortgage Loan it is obligated to the Master Servicerservice hereunder; provided that, to the extent the applicable Master Servicer (as to Performing Mortgage Loans) and the applicable Special Servicer (as to Specially Serviced Mortgage Loans) waives any Default Charges, any outstanding interest on Advances and Additional Trust Fund Expenses with respect to the related Mortgage Loan that would otherwise have been paid out of such Default Charges shall be paid out of the Additional Master Servicing Compensation payable to such Master Servicer or Additional Special Servicing Compensation payable to such Special Servicer, as the case may be, with respect to that Mortgage Loan; and provided, further, that if no Additional Master Servicing Compensation or Additional Special Servicing Compensation, as applicable, is available to offset the outstanding Advance Interest, property inspection costs and other Additional Trust Fund Expenses with respect to the Mortgage Loan that would otherwise be offset by the Default Charges, then the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not waive such Default Charges unless (i) except with respect to the Washington Center Total Loan, it is the first such waiver with respect to the subject Mortgage Loan under such circumstances (regardless of whether such first waiver is made by the applicable Master Servicer or the applicable Special Servicer), or (ii) in the event case of a Performing Mortgage Loan, the applicable Master Servicer has obtained the consent of the Special Servicer receives a payment that should have been made directly (which consent shall be deemed given if the applicable Special Servicer does not disapprove such waiver within ten (10) Business Days) which has, as and to the Master Servicerextent contemplated by Section 3.24, obtained the Special Servicer shall promptly forward such payment to consent of the Master Servicer. Upon receipt Controlling Class Representative, or (iii) in the case of any such payment with respect to a Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer has, as and to the proper posting of such payment. Consistent with the foregoingextent contemplated by Section 3.24, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, may waive or defer any Default Charges in connection with collecting any late payment on a Serviced Mortgage Loan; provided that without obtained the consent of the Special Servicer in the case of a proposed waiver by the Master Servicer, no such waiver or deferral may be made by the Master Servicer pursuant to this Section 3.02 if any Advance has been made as to such delinquent paymentControlling Class Representative.

Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall undertake make reasonable efforts to collect all payments required called for under the terms and provisions of the Serviced Mortgage Loans it is obligated to service hereunder hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard; providedStandards), however, provided that neither the Master Servicer nor the Special Servicer shall, with respect to any Serviced the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Datedocuments, the Servicer and Special Servicer, shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest (Excess Interest, other than the making of requests for its collection), unless until the maturity date of the related Mortgage Loan or the outstanding principal balance of such Mortgage Loan has been paid in full; provided that the Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund's right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Servicer (i) the taking of an enforcement action with respect to the payment of other amounts due under such ARD Mortgage Loan is, in the good faith and reasonable judgment of the Special Servicer, necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such ARD Mortgage Loan have been paid, the payment of such Additional Interest has not been forgiven in accordance with Section 3.20 and, in the good faith and reasonable judgment of the Special Servicer, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated costs of such enforcement action and, if applicable, any associated interest accrued on Advances. The Special Servicer shall ensure that, with respect to Non-Specially Serviced Mortgage Loans, the Mortgagors make payments directly to the Master Servicer; provided that, in the event ) or the Special Servicer receives a payment that should have been made directly to the Master Servicer, the Special Servicer shall promptly forward such payment to the Master Servicer. Upon receipt of any such payment (with respect to a the Specially Serviced Mortgage Loan, the Master Servicer shall promptly notify the Special Servicer, and the Special Servicer shall direct the Master Servicer as to the proper posting of such payment. Consistent with the foregoing, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Performing Serviced Mortgage Loan, Loans) each may in its discretion waive or defer any Default Charges Penalty Charge in connection with collecting any late delinquent payment on a Serviced Mortgage Loan or Companion Loan it is obligated to service hereunder two times during any period of twenty-four consecutive months with respect to any Mortgage Loan or Companion Loan; provided that without . Any additional waivers during such 24 month period with respect to such Mortgage Loan may be made only after the consent of the applicable Servicer or Special Servicer in the case has given notice of a proposed waiver by to the Master ServicerDirecting Certificateholder, no such waiver or deferral may be made by and the Master Servicer pursuant to this Section 3.02 if any Advance Directing Certificateholder has been made as consented to such delinquent paymentadditional waiver (provided that if the applicable Servicer or Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver).