Common use of Administration of the Loans Clause in Contracts

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the related Companion Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan Pairs, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair311 South Wacker Dxxxx X/X Xxxx xxx xxxx include the Oakmonte Junior Portion) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the Certificateholder and the related Companion Loan NoteholdersNoteholder), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan PairsPairs (other than the Oakmonte Apartment Homes Whole Loan), the related Loan Pair Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.21. The parties hereto acknowledge that the 311 South Wacker Dxxxx X/X Xxxx xxx xxx related REO property are being serviced and administered under the 2002-C1 PSA and the 2002-C1 Master Servicer will make any advances required thereunder in respect of such loan and remit collections on the 311 South Wacker Dxxxx Xxxxx Xxxx xx or on behalf of the Trust. The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall have no obligation or authority to supervise the 2002-C1 Master Servicer, the 2002-C1 Special Servicer, the 2002-C1 Trustee or the 2002-C1 Fiscal Agent or to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03A with respect to P&I Advances to be made by the Master Servicer, the Trustee or the Fiscal Agent on the 311 South Wacker Dxxxx Xxxxx Xxxx). The obligation of the Master Servicer to provide information and collections to the Trustee and the Certi?cateholders with respect to the 311 South Wacker Dxxxx X/X Xxxx xxxxx xx dependent on its receipt of the corresponding information and collections from the 2002-C1 Master Servicer or the 2002-C1 Special Servicer. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Pairs (other than the Oakmonte Apartment Homes Whole Loan) are subject to the terms and conditions of the applicable Loan Pair Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the holder of the senior Split Mortgage Loan other than the Oakmonte Senior Portion and the related Companion Loan Noteholder under the applicable Loan Pair Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Pairs in accordance with Sections 3 and 4 of each Loan Pair Co-Lender Agreement, (ii) the making of payments to the Note A Holder and Note B Holder in accordance with Sections 3 and 4 of the applicable Loan Pair Co-Lender Agreement, (iii) the purchase of the Split Mortgage Loans other than the Oakmonte Senior Portion by the related Companion Loan Noteholders or their designees in accordance with Section 8 of the applicable Loan Pair Co-Lender Agreement (or in the case of the 311 South Wacker Dxxxx X/X Xxxx, xxx xxxchase of the 311 South Wacker Dxxxx Xxxxxx Xxxxx xx the holder or holders of more than 50% of the certificate principal balance of the 2002-C1 Class SWD-B Certificates), and (iv) the right of the Companion Loan Noteholder to cure a default of the related Mortgagor in accordance with the applicable Loan Pair Co-Lender Agreement.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include other than the Windsor Capital Portfolio _______________ Mortgage Loan Pairand any _______________ REO Property) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the _______________ Companion LoansLoan, on behalf of the related _______________ Companion Loan NoteholdersNoteholder), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the _______________ Loan PairsPair, the related _______________ Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.21. (b) Subject to Section 3.01(a), Section 6.11 (taking account of Section 6.11(b)), Section 6.11A (taking account of Section 6.11A(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the _______________ Companion Loan Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20, Section 6.11 (taking account of Section 6.11(b)) and Section 6.11A (taking account of Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the _______________ Loan Pair is subject to the terms and conditions of the _______________ Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the _______________ Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the _______________ Loan Pair in accordance with Section 4.01 of the ___________ _______________ Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the _______________ Co-Lender Agreement, and (iii) the purchase of the _______________ Mortgage Loan by the _______________ Companion Loan Noteholder or its designee in accordance with Section 4.02 of the _______________ Co-Lender Agreement. In the event that the _______________ Mortgage Loan is no longer part of the Trust Fund and the servicing and administration of the _______________ Loan Pair is to be governed by a separate servicing agreement and not by this Agreement, as contemplated by Section 3.01 of the _______________ Co-Lender Agreement, the Master Servicer and, if the _______________ Loan Pair is then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the _______________ Loan Pair and the _______________ Mortgaged Property shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Prior to the _______________ Loan Pair being serviced under any separate servicing agreement, _____ shall have provided written confirmation that the servicing of the _______________ Loan Pair under such agreement would not result in an Adverse Rating Event with respect to any class of _______________ Companion Loan Securities which are rated by _____.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders (orand, in the case of the Companion Loansa Loan Pair, on behalf of the related Companion Loan Noteholders), Noteholders (as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, a collective whole) in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement, the terms of the respective Serviced Loans and, and in the case of the a Loan PairsPair, the related Co-Lender Agreement; and (iii) , and, to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Loan (other than a Corrected Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loan Loans and Administered REO Property Properties (and shall the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, that the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. All references The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the respective duties contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each A/B Loan is subject to the terms and conditions of the related Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the CBA Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the CBA A/B Loan in accordance with Sections 3 and 4 of the CBA Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Sections 3 and 4 of the CBA Co-Lender Agreement, and (iii) the purchase of the CBA Mortgage Loan by the CBA B Noteholder in accordance with Section 8 of the CBA Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Noteholders" under the 17 State Street Co-Lender Agreement, including with respect to (i) the xxxxxxxxxx xx xxxxxxxxxxx on or in respect of the 17 State Street A/B Loan in accordance with Sections 3 and 4 of the 17 Xxxxx Xxxxxx Xx-Lender Agreement, (ii) the making of payments to the "Xxxxxxxxxxx" xx xxxxxxxnce with Sections 3 and 4 of the 17 State Street Co-Lender Agreement, and (iii) the purchase of the 17 Sxxxx Xxxxxx Xxxxxxxx Xxxx by the 17 State Street B Noteholder in acxxxxxxxx xxxx Xxxxxxx 0 of the 17 Staxx Xxxxxx Xx-Xxxxer Agreement. In the event that a Mxxxxxxx Xxxx xxxxxxxx xx a Loan Pair is no longer part of the Trust Fund and the servicing and administration of such A/B Loan is to be governed by a separate servicing agreement and not by this Agreement, as contemplated by Section 16 of the CBA Co-Lender Agreement, in the case of the CBA A/B Loan, and Section 2 of the 17 State Street Co-Lender Agreement, in the case of the 17 State Street X/X Xxxx, xxx Xxxxxx Xxxvicer and, if such A/B Loan is xxxx xxxxx xxxxially serviced hereunder, the Special Servicer, and shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the areas in which they Master Servicer and/or the Special Servicer, as the case may exercise discretionbe, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that such A/B Loan and the related Mortgaged Properties shall be subject the sole assets serviced and administered thereunder and the sole source of funds thereunder. Notwithstanding the foregoing, if, at such time as a Mortgage Loan included in a Loan Pair shall no longer be part of the Trust Fund, a separate servicing agreement with respect to Section 3such A/B Loan has not been entered into, then, until such time as a separate servicing agreement is entered into and such rating confirmation is obtained, and notwithstanding that such Mortgage Loan is no longer part of the Trust Fund, the Master Servicer and, if applicable, the Special Servicer shall continue to service such A/B Loan or any related REO Property, as the case may be, under this Agreement as if it were a separate servicing agreement, for the benefit of the parties under the related Co-Lender Agreement, with: (i) such A/B Loan and the related Mortgaged Property constituting the sole assets thereunder; and (ii) references to the "Trustee," "Trust," "Certificateholders" (or any sub-group thereof) and the "Directing Certificateholder" being construed to refer to the new "A Noteholder" under the related Co-Lender Agreement, as applicable. Subject to any express provision contained in the related Co-Lender Agreement to the contrary, nothing herein shall be deemed to override the provisions of a Co-Lender Agreement with respect to the rights of the Companion Loan Noteholders thereunder and with respect to the servicing and administration duties and obligations with respect to the A/B Loans, in the event of any inconsistency between the provisions of a Co-Lender Agreement and the provisions of this Agreement or as to any matter on which such Co-Lender Agreement is silent or makes reference to this Agreement, this Agreement shall govern.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the UBS Warburg Building Companion LoansLoan, on behalf of the related UBS Warburg Building Companion Loan NoteholdersNoteholder), as determined in the good faith and reasonable judgment judgement of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the UBS Warburg Building Loan PairsPair, the related UBS Warburg Building Co-Lender and Servicing Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Loans that are not Specially Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Loans that are not Specially Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.21. (b) Subject to Section 3.01(a), Section 6.11 (taking account of Section 6.11(b)) and Section 6.11A (taking account of Section 6.11A(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the UBS Warburg Building Companion Loan Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20, Section 6.11 (taking account of Section 6.11(b)) and Section 6.11A (taking account of Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) except as relates to a Loan that the Master Servicer or the Special Servicer, as applicable, is servicing pursuant to its respective duties herein (in which case such servicer shall give notice to the Trustee of the initiation), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the UBS Warburg Building Loan Pair is subject to the terms and conditions of the UBS Warburg Building Co-Lender and Servicing Agreement. With respect to the UBS Warburg Building Loan Pair, the parties hereto recognize the respective rights and obligations of the "Lenders" under the UBS Warburg Building Co-Lender and Servicing Agreement, including with respect to the allocation of collections on or in respect of the UBS Warburg Building Loan Pair in accordance with Section 4.01(a) and (c) of the UBS Warburg Building Co-Lender and Servicing Agreement, the making of payments to the "Lenders" in accordance with Section 4.01(a) and (c) of the UBS Warburg Building Co-Lender and Servicing Agreement and the purchase of the UBS Warburg Building Mortgage Loan by the UBS Warburg Building Companion Loan Noteholder or its designee in accordance with Section 3.03 of the UBS Warburg Building Co-Lender and Servicing Agreement. In the event that the UBS Warburg Building Mortgage Loan is no longer part of the Trust Fund and the servicing and administration of the UBS Warburg Building Loan Pair is to be governed by a separate servicing agreement and not by this Agreement, as contemplated by Section 3.01 of the UBS Warburg Building Co-Lender and Servicing Agreement, the Master Servicer and, if the UBS Warburg Building Loan Pair is then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement except for the fact that the Loan Pair and the UBS Warburg Building Mortgaged Property shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Prior to the UBS Warburg Building Loan Pair being serviced under any separate servicing agreement, S&P shall have provided written confirmation that the servicing of the Loan Pair under such agreement would not result in an Adverse Rating Event with respect to any class of Companion Loan Securities which are rated by S&P.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Non-Serviced Loan PairGroups) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the related Companion Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan PairsGroups, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group Group, if any, as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.22. The parties hereto acknowledge that the Non-Serviced Loan Groups and any related REO property are being serviced and administered under the applicable Lead PSA and the applicable Lead Master Servicer will make any advances required thereunder in respect of such loan and remit collections on the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall have no obligation or authority to supervise the applicable Lead Master Servicer, the applicable Lead Special Servicer, the applicable Lead Trustee or the applicable Lead Fiscal Agent or to make Servicing Advances or P&I Advances, except as described in Section 4.03A with respect to P&I Advances to be made by the Master Servicer, the Trustee or the Fiscal Agent with respect to certain of the Non-Serviced Trust Loans. Although the Non-Serviced Loan Groups are being serviced under the applicable Lead PSA, the Controlling Class Directing Holder will have certain rights relating to the servicing of the Non-Serviced Loan Groups pursuant to the applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certi?cateholders with respect to the Non-Serviced Loan Groups shall be dependent on its receipt of the corresponding information and collections from the applicable Lead Master Servicer or the applicable Lead Special Servicer. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.21 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Groups are subject to the terms and conditions of the applicable Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or their designees in accordance with the applicable Co-Lender Agreement, and, if applicable, other related Companion Loan Noteholders under the applicable Lead PSA and (iv) in the case where a Companion Loan Noteholder is the Directing Holder, the right of such Directing Holder to cure a default of the related Mortgagor in accordance with the applicable Co-Lender Agreement.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders (orand, in the case of the Companion Loansa Whole Loan, on behalf of the related Companion Loan Noteholders)Holder, as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may bea collective whole, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement, the terms of the respective Serviced Loans and, and in the case of the Loan Pairsa Whole Loan, the related Co-Lender Intercreditor Agreement; and (iii) , and, to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Loan (other than a Corrected Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loan Loans and Administered REO Property Properties (and shall the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. All references The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Loans and Corrected Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and if a Whole Loan is affected, the related Companion Loan Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the respective duties contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer, and Servicer to the areas in which Trustee and, unless they may exercise discretionare the same Person, shall each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the EZ Storage Portfolio Loan and the Chicago Loop Portfolio Loan is subject to the terms and conditions of the related Intercreditor Agreement. The parties hereto further recognize (i) the respective rights and obligations of the "Holders" under the EZ Storage Portfolio Loan Intercreditor Agreement, including with respect to the allocation of collections on or in respect of EZ Storage Portfolio Loan and the making of payments to the "Holders" in accordance with Section 31 of the EZ Storage Portfolio Loan Intercreditor Agreement and (ii) the respective rights and obligations of the holders of Chicago Loop Portfolio Loan and the Chicago Loop Portfolio Note B under the Chicago Loop Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of Chicago Loop Portfolio Loan and the Chicago Loop Portfolio Note B and the making of payments to the "Lenders" in accordance with Section 2 of the Chicago Loop Portfolio Intercreditor Agreement.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Non-Serviced Loan PairGroups) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the related Companion Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan PairsGroups, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.22. The parties hereto acknowledge that the Non-Serviced Loan Groups and any related REO property are being serviced and administered under the applicable Lead PSA and the applicable Lead Master Servicer will make any advances required thereunder in respect of such loan and remit collections on the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall have no obligation or authority to supervise the applicable Lead Master Servicer, the applicable Lead Special Servicer, the applicable Lead Trustee or the applicable Lead Fiscal Agent or to make Servicing Advances or P&I Advances, except as described in Section 4.03A with respect to P&I Advances to be made by the Master Servicer, the Trustee or the Fiscal Agent with respect to certain of the Non-Serviced Trust Loans. Although the Non-Serviced Loan Groups are being serviced under the applicable Lead PSA, the Controlling Class Directing Holder will have certain rights relating to the servicing of the Non-Serviced Loan Groups pursuant to the applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certi?cateholders with respect to the Non-Serviced Loan Groups shall be dependent on its receipt of the corresponding information and collections from the applicable Lead Master Servicer or the applicable Lead Special Servicer. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.21 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Groups are subject to the terms and conditions of the applicable Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders (and/or, in the case of the 111 Eighth Avenue Loan Group, the Class OEA-B Majority Holder) or their xxxxxxxxx xx xxxordance with the applicable Co-Lender Agreement, and, if applicable, other related Companion Loan Noteholders under the applicable Lead PSA and (iv) in the case where a Companion Loan Noteholder (and, in the case of the 111 Eighth Avenue Loan Group, the Class OEA-B Majority Holder) is the Dxxxxxxxx Xxxxxx, the right of such Directing Holder to cure a default of the related Mortgagor in accordance with the applicable Co-Lender Agreement.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Non-Serviced Loan PairGroups) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the related Companion Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan PairsGroups, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group Group, if any, as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.22. The parties hereto acknowledge that the Non-Serviced Loan Groups and any related REO Property are being serviced and administered under the applicable Lead PSA and the applicable Lead Master Servicer will make any advances required thereunder in respect of such loan and remit collections on the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer, the Special Servicer or the Trustee shall have no obligation or authority to supervise the applicable Lead Master Servicer, the applicable Lead Special Servicer, the applicable Lead Trustee or Lead Fiscal Agent or to make Servicing Advances or P&I Advances, except as described in Section 4.03A with respect to P&I Advances to be made by the Master Servicer or the Trustee with respect to certain of the Non-Serviced Trust Loans. Although the Non-Serviced Loan Groups are being serviced under the applicable Lead PSA, the Controlling Class Directing Holder will have certain rights relating to the servicing of the Non-Serviced Loan Groups pursuant to the applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certificateholders with respect to the Non-Serviced Loan Groups shall be dependent on its receipt of the corresponding information and collections from the applicable Lead Master Servicer or the applicable Lead Special Servicer. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.21 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Groups are subject to the terms and conditions of the applicable Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or their designees in accordance with the applicable Co-Lender Agreement, and, if applicable, other related Companion Loan Noteholders under the applicable Lead PSA and (iv) in the case where a Companion Loan Noteholder is the Directing Holder, the right of such Directing Holder to cure a default of the related Mortgagor in accordance with the applicable Co-Lender Agreement. Notwithstanding the foregoing, if, at such time as any Serviced Loan Group Trust Mortgage Loan shall no longer be part of the Trust Fund and a separate servicing agreement with respect to the related Loan Group has not been entered into in accordance with the terms of the related Co-Lender Agreement, then, until such time as a separate servicing agreement is entered into and any required Rating Agency Confirmation is obtained, and notwithstanding that such Serviced Loan Group Trust Mortgage Loan is no longer part of the Trust Fund, the Master Servicer and, if applicable, the Special Servicer shall continue to service such Loan Group or any related Loan Group REO Properties, as the case may be, under this Agreement as if it were a separate servicing agreement (without, subject to the applicable Co-Lender Agreement, any obligation of the Master Servicer, Special Servicer or Trustee to make any Advance on such Serviced Loan Group Trust Mortgage Loan that is no longer part of the Trust Fund), for the benefit of each holder of a Loan in such Loan Group, and under any related Co-Lender Agreement, with: (i) such Loan Group and the related Loan Group Mortgaged Properties constituting the sole assets thereunder; and (ii) references to the "Trustee," "Trust," "Certificateholders" (or any sub-group thereof) and the "Controlling Class Directing Holder" being construed to refer to the new holder of the Serviced Loan Group Trust Mortgage Loan that is no longer included in the Trust Fund under the applicable Co-Lender Agreement. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the Companion Loan Noteholders under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders (orand, in the case of the Companion Loansa Loan Pair, on behalf of the related Companion Loan Noteholders), Noteholders (as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, a collective whole) in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement, the terms of the respective Serviced Loans and, and in the case of the a Loan PairsPair, the related Co-Lender Agreement; and (iii) , and, to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Loan (other than a Corrected Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loan Loans and Administered REO Property Properties (and shall the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, that the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. All references The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the respective duties contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and which actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each A/B Mortgage Loan is subject to the terms and conditions of the related Co-Lender Agreement and, with respect to the Wellbridge A/B Mortgage Loan, the Wellbridge Mezzanine Intercreditor Agreement. The parties hereto further recognize the respective rights and obligations of the "Note A-1 Holder," the "Note A-2 Holder," the "Note A-3 Holder" and the "Note B Holder" under the Wellbridge Co-Lender Agreement and of the "Lenders" under each CBA Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of (x) the Wellbridge A/B Mortgage Loan in accordance with Sections 3 and 4 of the Wellbridge Co-Lender Agreement and (y) each CBA A/B Mortgage Loan in accordance with Sections 3 and 4 of the related CBA Co-Lender Agreement, (ii) the making of payments to (x) the "Note A-1 Holder," the "Note A-2 Holder," the "Note A-3 Holder" and the "Note B Holder" in accordance with Sections 3 and 4 of the Wellbridge Co-Lender Agreement and (z) the "Lenders" in accordance with Sections 3 and 4 of each CBA Co-Lender Agreement, and (iii) the purchase of (x) the Wellbridge Mortgage Loan by the Wellbridge Note B Holder or its designee in accordance with Section 8 of the Wellbridge Co-Lender Agreement and (z) any CBA Mortgage Loan by the related CBA B Noteholder in accordance with Section 8 of the related CBA Co-Lender Agreement. In the event that a Mortgage Loan included in a Loan Pair is no longer part of the Trust Fund and the servicing and administration of such A/B Mortgage Loan is to be governed by a separate servicing agreement and not by this Agreement, as contemplated by Section 2 of the Wellbridge Co-Lender Agreement, in the case of the Wellbridge A/B Mortgage Loan, and Section 16 of the related CBA Co-Lender Agreement, in the case of a CBA A/B Mortgage Loan, the Master Servicer and, if such A/B Mortgage Loan is then being specially serviced hereunder, the Special Servicer, and shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the areas in which they Master Servicer and/or the Special Servicer, as the case may exercise discretionbe, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that such A/B Mortgage Loan and the related Mortgaged Properties shall be subject the sole assets serviced and administered thereunder and the sole source of funds thereunder. Prior to Section 3the Wellbridge A/B Mortgage Loan being serviced under any separate servicing agreement, the Rating Agencies then rating the Wellbridge Companion Loan Securities shall have provided written confirmation that the servicing of the Wellbridge A/B Mortgage Loan under such agreement would not result in a downgrade, qualification or withdrawal of any of the ratings assigned by such Rating Agencies with respect to any class of Wellbridge Companion Loan Securities.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Loan Pair) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders (orand, in the case of the Companion Loansa Whole Loan, on behalf of the related Companion Loan Noteholders)Holder, as determined a collective whole (and, in the good faith and reasonable judgment case of a Whole Loan that is an A/B Whole Loan, taking into account the subordination of the Master Servicer or the Special Servicer, as the case may beA/B Companion Loan), in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement, the terms of the respective Serviced Loans and, and in the case of the Loan Pairsa Whole Loan, the related Co-Lender Intercreditor Agreement; and (iii) , and, to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.223.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Loan (other than a Corrected Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loan Loans and Administered REO Property Properties (and shall the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. All references The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Loans and Corrected Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the respective duties contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.30, initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer, and Servicer to the areas in which Trustee and, unless they may exercise discretionare the same person, shall each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the 575 Lexington Avenue Pari Passu Whole Loan, the Forest Hills Corporate Xxxxxx X/X Xxxxx Xxxn, the Pacific Shores Pari Passu Whole Loan, the Richmond Ridge Apartments A/B Whole Loan, the Skyline Portfolio Pari Passu Whole Loan and the Solana Pari Passu Whole Loan is subject to the terms and conditions of the related Intercreditor Agreement. The parties hereto further recognize (i) the respective rights and obligations of the "Holders" under the 575 Lexington Avenue Intercreditor Agreement, including with respect to xxx xxxxxxxxxx xx xollections on or in respect of 575 Lexington Avenue Pari Passu Whole Loan and the making of payments tx xxx "Xxxxxxx" xx xccordance with Section 31(b) of the 575 Lexington Avenue Intercreditor Agreement, (ii) the respective rightx xxx xxxxxxxxxxx xx the "Holders" under the Forest Hills Corporate Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of Forest Hills Corporate Center A/B Whole Loan and the making of payments to the "Holders" in accordance with Section 3 of the Forest Hills Corporate Center Intercreditor Agreement, (iii) the respective rights and obligations of the "Holders" under the Pacific Shores Intercreditor Agreement, including with respect to the allocation of collections on or in respect of Pacific Shores Pari Passu Whole Loan and the making of payments to the "Holders" in accordance with Section 1(b) of the Pacific Shores Intercreditor Agreement, (iv) the respective rights and obligations of the "Holders" under the Richmond Ridge Apartments Intercreditor Agreement, including with respect to the allocation of collections on or in respect of Richmond Ridge Apartments A/B Whole Loan and the making of payments to the "Holders" in accordance with Section 3(b) of the Richmond Ridge Apartments Intercreditor Agreement, (v) the respective rights and obligations of the "Holders" under the Skyline Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of Skyline Portfolio Pari Passu Whole Loan and the making of payments to the "Holders" in accordance with Section 1(b) of the Skyline Portfolio Intercreditor Agreement and (vi) the respective rights and obligations of the "Holders" under the Solana Intercreditor Agreement, including with respect to the allocation of collections on or in respect of Solana Pari Passu Whole Loan and the making of payments to the "Holders" in accordance with Section 3.2 of the Solana Intercreditor Agreement.

Administration of the Loans. (a) All of the Serviced Loans and Administered REO Properties (which does not include the Windsor Capital Portfolio Non-Serviced Loan PairGroups) are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of the Companion Loans, on behalf of the related Companion Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced Loans and, in the case of the Loan PairsGroups, the related Co-Lender Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group Group, if any, as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 33.22. The parties hereto acknowledge that the Non-Serviced Loan Groups and any related REO property are being serviced and administered under the applicable Lead PSA and the applicable Lead Master Servicer will make any advances required thereunder in respect of such loan and remit collections on the Non-Serviced Trust Loans to or on behalf of the Trust. The Master Servicer, the Special Servicer or the Trustee shall have no obligation or authority to supervise the applicable Lead Master Servicer, the applicable Lead Special Servicer or the applicable Lead Trustee or to make Servicing Advances or P&I Advances, except as described in Section 4.03A with respect to P&I Advances to be made by the Master Servicer or the Trustee with respect to certain of the Non-Serviced Trust Loans. Although the Non-Serviced Loan Groups are being serviced under the applicable Lead PSA, the Controlling Class Directing Holder will have certain rights relating to the servicing of the Non-Serviced Loan Groups pursuant to the applicable Lead PSA and the applicable Co-Lender Agreement. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certi?cateholders with respect to the Non-Serviced Loan Groups shall be dependent on its receipt of the corresponding information and collections from the applicable Lead Master Servicer or the applicable Lead Special Servicer. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders, the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.21 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Groups are subject to the terms and conditions of the applicable Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Groups in accordance with the applicable Co-Lender Agreement, (ii) the making of payments to the Loan Group Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Group Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or their designees in accordance with the applicable Co-Lender Agreement, and, if applicable, other related Companion Loan Noteholders under the applicable Lead PSA and (iv) in the case where a Companion Loan Noteholder is the Directing Holder, the right of such Directing Holder to cure a default of the related Mortgagor in accordance with the applicable Co-Lender Agreement.