Common use of Administration of the Mortgage Loans Clause in Contracts

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced any Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer Servicers and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered 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 a Serviced any Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer Servicers shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicers shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that neither Master Servicer shall be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to such Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. All references herein to the respective duties of the Master Servicer Servicers and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced any Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein as prepared by the Special Servicer, with respect to the Specially Serviced Mortgage Loans as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided further, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans and Administered REO Properties (other than the Non-Serviced Companion Loans) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, in accordance with the Servicing Standard. The With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing, and subject to Section 3.21 and without limitation of Section 4.03 and any other provision of this Agreement that expressly requires the Master Servicer or the Special Servicer, as applicable in accordance Servicer to take action with this Agreement, shall service and administer each Crossrespect to a Non-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with specified in the Servicing Standard. Without limiting the foregoing and subject to Section 3.21succeeding paragraph, (i) the Master Servicer shall service and administer all of Mortgage Loans and the Performing Companion Loans (other than the Non-Serviced Mortgage Loans and shall render such services with respect to the their related Companion Loans, as applicable) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and Administered their related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that each of the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan and their related Companion Loans are subject to a related Intercreditor Agreement and are being serviced and administered under the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement and the GECMC 2007-C1 Pooling and Servicing Agreement, respectively. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan or the GECMC 2007-C1 Serviced Mortgage Loan or their related Companion Loans (except for the limited duties with respect to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan expressly provided herein), (ii) to supervise the 2007-C30 Master Servicer, the 2007-C30 Special Servicer, the 2007-C30 Trustee, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Trustee, the GECMC 2007-C1 Master Servicer, the GECMC 2007-C1 Special Servicer or the GECMC 2007-C1 Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan). In addition to any other obligations expressly set forth herein by specific reference to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan or the GECMC 2007-C1 Serviced Mortgage Loan, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Trust Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Trust Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced the Great Mall Loan CombinationPair, for the benefit of the Certificateholders and the related Serviced NonGreat Mall B-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, Noteholder) in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. With respect to the [__________] Loan, in the event that it or any successor REO Loan is no longer part of the Mortgage Pool, then (upon request) the Master Servicer and the Special Servicer will continue to service and administer the related Loan Pair or any related REO Property, as and to the extent contemplated by the related Intercreditor Agreement. The parties hereto acknowledge that the [__________] Serviced Mortgage Loan and its related Companion Loan is being serviced and administered under the [__________] Pooling and Servicing Agreement. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the [__________] Serviced Mortgage Loan or its related Companion Loan (except for the limited duties with respect to the [__________] Serviced Mortgage Loan expressly provided herein), (ii) to supervise the [__________] Master Servicer, the [__________] Special Servicer or the [__________] Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the [__________] Serviced Mortgage Loan). In addition to any other obligations expressly set forth herein by specific reference to the [__________] Serviced Mortgage Loan, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the [__________] Serviced Mortgage Loan, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer Servicers and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered 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 a Serviced any Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer Servicers shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicers shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that neither Master Servicer shall be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to such Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. All references herein to the respective duties of the Master Servicer Servicers and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Trust Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, in accordance with the Servicing Standard. The With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. As further described below in Section 3.01(h), with respect to the Wxxx-Xxxxx Loans, the Master Servicer and the Special Servicer, as applicable in accordance with this Agreementapplicable, shall service and administer each Crossperform the servicing functions required of the Indenture Trustee under the related Wxxx-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing StandardXxxxx Indentures. Without limiting the foregoing foregoing, and subject to Section 3.213.21(a), (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered related REO Property and shall render such services with respect to Performing Serviced all such Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein or as the Special Servicer reasonably requests to enable it to perform its responsibilities under this Agreement; provided, further, however, the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)Noteholder), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Trust Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans and Administered REO Properties (other than the Non-Serviced Companion Loans) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control (other than with respect to a conflict regarding deliveries under the Exchange Act, the Sarbanes Oxley Act and/or the Securities Act with respect to each of the 000 Xxxxx Xxxxxx Whole Loan and the Newport Bluffs Whole Loan, in which event this Agreement will control); provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of Mortgage Loans and the Performing Companion Loans (in each case, other than the Non-Serviced Mortgage Loans and shall render such services with respect to the its related Companion Loan) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and Administered their related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that each of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans and their related Companion Loans are being serviced and administered under the X.X. Xxxxxx 2006-LDP8 Pooling and Servicing Agreement and the 2006-C27 Pooling and Servicing Agreement, respectively. The Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Co-Trustee shall have no obligation or authority (i) to service and administer the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan, the 2006-C27 Serviced Mortgage Loans or their related Companion Loans (except for the limited duties with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans expressly provided herein), (ii) to supervise the X.X. Xxxxxx 2006-LDP8 Master Servicer No. 1, the X.X. Xxxxxx 2006-LDP8 Special Servicer, the X.X. Xxxxxx 2006-LDP8 Trustee, the 2006-C27 Master Servicer, the 2006-C27 Special Servicer or the 2006-C27 Trustee or (iii) to make Servicing Advances or, with respect to the 2006-C27 Serviced Mortgage Loans only, P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2006-C27 Serviced Mortgage Loans). In addition to any other obligations expressly set forth herein by specific reference to any or all of the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan or the 2006-C27 Serviced Mortgage Loans, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the X.X. Xxxxxx 2006-LDP8 Serviced Mortgage Loan and the 2006-C27 Serviced Mortgage Loans, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the 2004-C10 Serviced Mortgage Loan) and Companion Loans and Administered REO Properties that it is obligated (other than the 11 Madison Avenue Companion Loans) txxx xxxx xx xxxxxated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans (in each case, other than the 2004-C10 Serviced Mortgage Loan and its related Companion Loans) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the 2004-C10 Serviced Mortgage Loan and Administered its related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that the 2004-C10 Serviced Mortgage Loan and its related Companion Loans are being serviced and administered under the 2004-C10 Pooling and Servicing Agreement. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the 2004-C10 Serviced Mortgage Loan or its related Companion Loans (except for the limited duties with respect to the 2004-C10 Serviced Mortgage Loan expressly provided herein, which shall be performed in accordance with the Servicing Standard), (ii) to supervise the 2004-C10 Master Servicer, the 2004-C10 Special Servicer or the 2004-C10 Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2004-C10 Serviced Mortgage Loan). In addition to any other obligations expressly set forth herein by specific reference to either or both of the 2004-C10 Serviced Mortgage Loan, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the 2004-C10 Serviced Mortgage Loan, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 diligently service and administer the Serviced Mortgage Loans and Administered 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, Trust and in the case best interests of a Serviced Loan Combination, and for the benefit of the Certificateholders and the related Serviced NonTrustee (as holder of the Uncertificated Lower-Trust Mortgage Tier Interests and the Loan Noteholder(s)), REMIC Interests) (as determined in by the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment) in accordance with: (i) any and all with applicable laws; (ii) law, the express terms of this Agreement; (iii) Agreement and the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorLoans, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, in accordance with the Servicing Standard. The Master higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Servicer or Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily and commercial mortgage loan servicers servicing mortgage loans for third parties and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or the Special Servicer, as the case may be, in accordance its reasonable judgment, but without regard to: (i) any relationship that the Servicer, the Special Servicer or any Affiliate of the Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, or any other parties to this Agreement; (ii) the ownership of any Certificate by the Servicer, shall service the Special Servicer or any Affiliate of the Servicer or Special Servicer, as applicable; (iii) the Servicer's obligation to make Advances; (iv) the Servicer's or Special Servicer's, as the case may be, right to receive compensation for its services and administer each Cross-Collateralized Group reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicer or Special Servicer; (vi) any obligation of the Servicer or any of its affiliates (in their capacity as a single Serviced Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase the Mortgage Loan and (vii) any other debt the Servicer, the Special Servicer or any of their Affiliates has extended to any Borrower or any affiliate of such Borrower (the foregoing, collectively referred to as and when necessary and appropriate consistent with the "Servicing StandardStandards"). Without limiting the foregoing and foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the Master "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall service continue to receive payments and administer make all of the Performing Serviced Mortgage Loans calculations, and shall render such services prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and (ii) administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall service make the inspections, use its reasonable efforts to collect the statements and administer each shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loan and Administered REO Property and shall render such services Loans in accordance with respect to Performing Serviced Mortgage 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 3.213.12.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced any Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , to the extent consistent with the foregoing, in accordance with the Servicing Standard. The Notwithstanding the foregoing, it is acknowledged and agreed for the avoidance of doubt that, consistent with the definitions of the terms "Loan Combination" and "Serviced Mortgage Loan", there are no Loan Combinations that are to be serviced under this Agreement as of the Closing Date, and that any provisions of this Agreement that relate to the Master Servicer or the Special Servicer, as applicable in accordance Servicer taking any actions with this Agreement, shall service and administer each Cross-Collateralized Group as respect to a single Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing StandardCombination are to be construed accordingly. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided further, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of The Servicer, the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Co-Servicer and the Special Servicer Servicer, each as an independent contractor servicer, shall service and administer (i) in the case of the Servicer, the Mortgage Loans (other than the Mortgage Loans serviced by the Co-Servicer), (ii) in the case of the Co-Servicer, the Equity Loans and (iii) in the case of the Special Servicer, the Specially Serviced Mortgage Loans and Administered REO Properties that it is obligated to service and administer pursuant to this Agreement Loans, each on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of a Serviced Loan Combination, for the benefit of the Certificateholders Trust Fund and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), Trustee (as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, trustee for Certificateholders) in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) the express terms of , the respective Serviced Mortgage Loans Loan, and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer's, Co-Servicer's or Special Servicer's liability for actions and omissions in its capacity as Servicer, Co-Servicer or the Special Servicer, as applicable in accordance with this Agreementthe case may be, shall service and administer each Cross-Collateralized Group hereunder is limited as a single Serviced Mortgage Loan as and when necessary and appropriate provided herein (including, without limitation, pursuant to Section 6.03 hereof). To the extent consistent with the Servicing Standard. Without limiting the foregoing and subject to any express limitations set forth in this Agreement, the Servicer, Co-Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Notes; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Servicer, Co-Servicer or Special Servicer of the collectability of the Mortgage Loans. Subject only to the Servicing Standard, the Servicer, Co-Servicer and Special Servicer shall have full power and authority, acting alone or through sub-servicers (subject to paragraph (c) of this Section 3.213.01 and to Section 3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders, including, without limitation, with respect to each Mortgage Loan, to prepare, execute and deliver, on behalf of the Certificateholders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the Master Servicer shall service lien on each Mortgaged Property and administer related collateral; (ii) subject to Sections 3.09, 3.10 and 3.30, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File; and (iii) any and all instruments of the Performing Serviced Mortgage Loans satisfaction or cancellation, or of partial or full release or discharge, and shall render such services all other comparable instruments, with respect to the Specially Serviced Mortgage Loans as are specifically provided for hereinand the Mortgaged Properties. The Servicer, Co-Servicer and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein provide to the respective duties Borrowers any reports required to be provided to them pursuant to the Mortgage Loans. Subject to Section 3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer, Co-Servicer and Special Servicer any powers of attorney and other documents prepared by the Special Servicer, Co-Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the areas in which they may exercise discretionServicer, shall be subject Co-Servicer and Special Servicer to Section 3.21carry out their servicing and administrative duties hereunder.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans 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 a Serviced Loan Combinationeach Companion Loan, for the benefit on behalf of the Certificateholders and the related Serviced Non-Trust Mortgage Companion Loan Noteholder(s)Noteholder), 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) with any and all applicable laws; (ii) , in accordance with the express terms of this Agreement; , the respective Mortgage Loans or Companion Loans, the Co-Lender and Servicing Agreements (iii) in the express terms case of the respective Serviced Mortgage Loans Loan Pairs) and any and all related intercreditor, co-lender Residual Value Insurance Policies or similar agreements Lease Enhancement Policies (including with respect to performing in the duties of the holders case of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (ivCredit Lease Loans) and, to the extent consistent with the foregoing, in accordance with 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section SECTION 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties 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 SECTION 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, coCo-lender Lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Trust Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) subject to Section 3.01(i), the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to The General Master Servicer shall 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing all the duties of Trust Assets other than the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special ServicerCo-op Trust Assets and, as applicable in accordance with this Agreementsuch, subject to Section 3.21, shall service and administer each Crosssuch of the Trust Assets (other than the Co-Collateralized Group op Trust Assets) as a single constitute Performing Mortgage Loans and shall continue to collect such information and prepare such reports to the Trustee, and shall render such other incidental services, as shall be required of such Master Servicer hereunder with respect to such of the Trust Assets (other than the Co-op Trust Assets) as constitute Specially Serviced Mortgage Loan Loans and REO Properties. The Co-op Master Servicer shall be the Master Servicer with respect to the Co-op Trust Assets and, as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and such, subject to Section 3.21, (i) the Master Servicer shall service and administer all such of the Co-op Trust Assets as constitute Performing Mortgage Loans and shall continue to collect such information and prepare such reports to the Trustee, and shall render such other incidental services, as shall be required of such Master Servicer hereunder with respect to such of the Co-op Trust Assets as constitute Specially Serviced Mortgage Loans and REO Properties. The General Special Servicer shall be the Special Servicer with respect to all the Trust Assets other than the Co-op Trust Assets and, as such, subject to Section 3.21, shall service and administer such of the Trust Assets (other than the Co-op Trust Assets) as constitute Specially Serviced Mortgage Loans and REO Properties and shall render such incidental services as are required of such Special Servicer with respect to such of the Trust Assets (other than the Co-op Trust Assets) as constitute Performing Mortgage Loans. The Co-op Special Servicer shall be the Special Servicer with respect to the Co-op Trust Assets and, as such, subject to Section 3.21, shall service and administer such of the Co-op Trust Assets as constitute Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property Properties and shall render such incidental services as are required of such Special Servicer with respect to Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties such of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21Co-op Trust Assets as constitute Performing Mortgage Loans.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21. With respect to the Hyatt Center Loan, in the event that it or any successor REO Loan is no longer part of the Mortgage Pool, then (upon request) the Master Servicer and the Special Servicer will continue to service and administer the related Loan Pair or any related REO Property, as and to the extent contemplated by the related Intercreditor Agreement.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the 2006-C23 Serviced Mortgage Loan) and Companion Loans and Administered REO Properties (other than the Prime Outlets Pool Pari Passu Companion Loan) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans (other than the 2006-C23 Serviced Mortgage Loan and its related Pari Passu Companion Loan) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the 2006-C23 Serviced Mortgage Loan and Administered its related Companion Loan) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that each of the 2006-C23 Serviced Mortgage Loan and its related Companion Loan is being serviced and administered under the 2006-C23 Pooling and Servicing Agreement. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the 2006-C23 Serviced Mortgage Loan or its related Companion Loan (except for the limited duties with respect to the 2006-C23 Serviced Mortgage Loan expressly provided herein), (ii) to supervise the 2006-C23 Master Servicer, the 2006-C23 Special Servicer or the 2006-C23 Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2006-C23 Serviced Mortgage Loan). In addition to any other obligations expressly set forth herein by specific reference to the 2006-C23 Serviced Mortgage Loan, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the 2006-C23 Serviced Mortgage Loan, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced the XX Xxxx Loan CombinationGroup, for the benefit of the Certificateholders and the related Serviced XX Xxxx Non-Trust Mortgage Loan Noteholder(s)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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCertificateholders, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) the express terms Agreement and of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Specially Serviced Mortgage Loan Loan, and Administered (y) each REO Property 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 Mortgage Loans and REO Properties (and the related REO Loans), and shall make Servicing Advances and/or reimburse the Special Servicer for reimbursable expenses which constitute a Servicing Advance with respect to Specially Serviced Mortgage Loans and REO Properties and further shall render such incidental services with respect to Performing any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein. The Special Servicer shall notify the Master Servicer, by delivery of an Officer's Certificate of the Special Servicer, of the costs and expenses incurred or to be incurred by the Special Servicer with respect to any Specially Serviced Mortgage Loan, REO Loan or REO Property. The Master Servicer shall reimburse the Special Servicer for any Servicing Advance made by the Special Servicer out of the Certificate Account pursuant to Section 3.05(a) or (i) if the Master Servicer determines such Servicing Advance is not a Nonrecoverable Servicing Advance, the Master Servicer shall make a Servicing Advance with respect to such costs and expenses or reimburse the Special Servicer for such costs and expenses pursuant to Section 3.05(a) or (ii) the Master Servicer shall notify the Special Servicer that the Master Servicer has determined that the Servicing Advance is a Nonrecoverable Servicing Advance. Neither the Master Servicer nor the Special Servicer shall be required to make any Servicing Advance to the extent such Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance. Notwithstanding any obligation of or action to be taken by the Special Servicer herein, unless a provision in this Agreement specifically requires that the Special Servicer make a Servicing Advance, the Special Servicer may, but shall have no obligation to, make any Servicing Advance out of its own funds and shall have no obligation to take any action required or permitted hereunder if such action would require it to make a Servicing Advance out of its own funds. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the extent required herein to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, however, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the (i) The Master Servicer and/or the Special Servicer hereunderNo. Each of the Master Servicer and the Special Servicer 1 shall service and administer the Serviced Mortgage Loans and Administered REO Properties that the Companion Loans it is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trustee, Trust and in the best interests of and for the benefit of the Certificateholders (orand, in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit Companion Holders and the Trustee (as holder of the Certificateholders and Uncertificated Lower-Tier Interests) as a collective whole, taking into account the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment subordinate nature of the Master Servicer or the Special ServicerCompanion Loans, as the case may be, be (as determined by the Master Servicer No. 1 in its reasonable judgment) in accordance with: (i) any and all with applicable laws; (ii) law, the express terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement; (iii) and the express terms of the respective Serviced Mortgage Loans and, if applicable, the Companion Loans, and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreementthe higher of the following standards of care: (1) with the same care, shall service skill and administer each Cross-Collateralized Group diligence as is normal and usual in its mortgage servicing activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection of all principal and interest and other amounts due and payable under the Mortgage Loans or, if applicable, the Companion Loans and the AB Mortgage Loans as a single Serviced Mortgage Loan collective whole, taking into account the subordinate or pari passu nature of the Companion Loans, as applicable, and when necessary and appropriate consistent without regard to: (1) any relationship that the Master Servicer No. 1 or any Affiliate of the Master Servicer No. 1 may have with any Mortgagor or any Affiliate thereof; (2) the Servicing Standardownership of any Certificate or, if applicable, mezzanine loan or Companion Loan, by the Master Servicer No. Without limiting 1 or any Affiliate of the foregoing and subject to Section 3.21, Master Servicer No. 1; (i3) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect No. 1's obligation to the Specially Serviced Mortgage Loans as are specifically provided for herein, make Advances; and (ii4) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties adequacy of the Master Servicer No. 1's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer No. 1 Servicing Standard"). With respect to each Loan Pair, in the event of a conflict between this Agreement and the Special Servicerrelated Intercreditor Agreement, and the related Intercreditor Agreement shall control; provided, in no event shall the Master Servicer No. 1 take any action or omit to take any action in accordance with the areas in which they may exercise discretion, shall be subject terms of any Intercreditor Agreement that would cause the Master Servicer No. 1 to Section 3.21.violate the Master Servicer No. 1

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing if applicable, the duties of the holders of the respective Serviced Mortgage Companion Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event, shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties the Companion Loans (other than the Fairfield Common Pari Passu Companion Loan, except as set forth below) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (orand in the case of the Companion Loans, the Companion Holders, the Certificateholders and the Trust Fund, as a collective whole, taking into account that the Companion Loans are subordinate to the related AB Mortgage Loans to the extent set forth in the related Intercreditor Agreement) in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Mortgage Loans and, in the case of the Companion Loans, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. With respect to any Loan Pair, in the event of a Serviced Loan Combination, for the benefit of the Certificateholders conflict between this Agreement and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Intercreditor Agreement, as determined the Intercreditor Agreement will control; provided, in no event shall the good faith and reasonable judgment Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with violate the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21. The parties hereto acknowledge that, pursuant to the Fairfield Commons Intercreditor Agreement: (i) until the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the Fairfield Commons Total Loan is to be serviced by the Master Servicer and the Special Servicer under this Agreement, as generally contemplated in this Agreement; and (ii) as soon as, and for so long as, the Fairfield Commons Pari Passu Companion Loan is included in the Series 2003-C5 Securitization, the Fairfield Commons Total Loan is to be serviced and administered by the Series 2003-C5 Master Servicer and the Series 2003-C5 Special Servicer in accordance with the Series 2003-C5 Pooling and Servicing Agreement (provided that the Master Servicer shall be responsible for performing such services with respect to the Fairfield Commons Total Loan as are set forth in this Agreement); and (iii) if, after being included in the Series 2003-C5 Securitization, the Fairfield Commons Pari Passu Companion Loan is removed from the Series 2003-C5 Securitization, by sale, repurchase, or otherwise, the Fairfield Commons Total Loan will again be serviced and administered by the Master Servicer and Special Servicer in accordance with this Agreement. For so long as the Fairfield Commons Pooled Mortgage Loan or any related REO Loan are part of the Mortgage Pool and are being serviced and administered under the Series 2003-C5 Pooling and Servicing Agreement, the Master Servicer shall use reasonable efforts to monitor the performance and, to the extent that it has standing to do so, enforce the obligations of the Series 2003-C5 Master Servicer and the Series 2003-C5 Special Servicer, respectively, under such Series 2003-C5 Pooling and Servicing Agreement. Such enforcement, including the legal prosecution of claims and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its reasonable judgment, would require were it the owner of the Fairfield Commons Total Loan. The reasonable costs and expenses incurred by the Master Servicer in connection with such enforcement shall be paid by, and reimbursable as, Servicing Advances.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Trust Mortgage Loans and Administered (and, in the case of the Special Servicer, any related REO Properties Properties) that it each 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 a Serviced any Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered Serviced REO Properties 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 Mortgage Loans and Administered Serviced 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 a Serviced Loan Combinationthe Companion Loans, for the benefit on behalf of the Certificateholders and the related Serviced Non-Trust Mortgage Companion Loan Noteholder(s)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 (and, with respect to a Loan Combination, the related Co-Lender Agreement; (iii) the express terms of and the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard))Loans; and (iviii) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.213.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered Serviced REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.213.22.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the 2004-C10 Serviced Mortgage Loan) and Companion Loans and Administered REO Properties (other than the 00 Xxxxxxx Xxxxxx Companion Loans) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans (other than the 2004-C10 Serviced Mortgage Loan and its related Companion Loans) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the 2004-C10 Serviced Mortgage Loan and Administered its related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein. All references herein to the respective duties of ; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the areas in which they may exercise discretion, Master Servicer shall not be subject liable for its failure to Section 3.21.comply with such duties insofar as such failure results from a failure by the Special

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Certificateholders, 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer Servicers and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered 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 a any Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(sHolder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Serviced Loan Combination, the terms of the holders related Loan Combination Co-Lender Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer Servicers shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicers shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that neither Master Servicer shall be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to such Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. All references herein to the respective duties of the Master Servicer Servicers and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered Serviced REO Properties (which does not include the Non-Serviced Loan Combinations) 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 Mortgage Loans and Administered Serviced 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 a Serviced Loan Combinationthe Companion Loans, for the benefit on behalf of the Certificateholders and the related Serviced Non-Trust Mortgage Companion Loan Noteholder(s)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 (and, with respect to a Loan Combination, the related Co-Lender Agreement; (iii) the express terms of and the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard))Loans; and (iviii) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.213.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered Serviced REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.213.22. The parties hereto acknowledge that each Non-Serviced Loan Combination and any related REO Property are being serviced and administered under the applicable Lead PSA and the applicable Lead Master Servicer will make any servicing 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 to make Servicing Advances or P&I Advances, except as described in Section 4.03 or 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 Combinations 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 Combinations 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 Combinations shall be dependent on its receipt of the corresponding information and collections from the applicable Lead Master Servicer or the applicable Lead Special Servicer. In addition, the parties hereto acknowledge that with respect to each Non-Serviced Loan Combination, this Agreement is subject to the terms of the related Co-Lender Agreement and to the extent this Agreement conflicts with such Co-lender Agreement, the Co-Lender Agreement shall govern.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard; provided, however, the Master Servicer shall not be required to service and administer the Creekside Companion Loan pursuant to the Securitization (B Loan) Servicing Agreement (as defined in the Creekside Intercreditor Agreement). Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the 2005-C17 Serviced Mortgage Loans) and Companion Loans (other than the One & Two International Place Companion Loan and Administered REO Properties the 450 West 33rd Street Companion Loan) that it each is obligated to service and administer pursuant servicx xxx xxxxxxxxxx xxxsuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of Mortgage Loans and the Performing Companion Loans (in each case, other than the 2005-C17 Serviced Mortgage Loans and shall render such services with respect to the their related Companion Loans) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the 2005-C17 Serviced Mortgage Loans and Administered their related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that the 2005-C17 Serviced Mortgage Loans and their related Companion Loans are being serviced and administered under the 2005-C17 Pooling and Servicing Agreement. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the 2005-C17 Serviced Mortgage Loans or their related Companion Loans (except for the limited duties with respect to the 2005-C17 Serviced Mortgage Loans expressly provided herein), (ii) to supervise the 2005-C17 Master Servicer, the 2005-C17 Special Servicer or the 2005-C17 Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2005-C17 Serviced Mortgage Loans). In addition to any other obligations expressly set forth herein by specific reference to either or both of the 2005-C17 Serviced Mortgage Loans, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the 2005-C17 Serviced Mortgage Loans, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Certificateholders, 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; (iii) the express terms of Agreement and the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard))Loans; and (iviii) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.213.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to the Performing Serviced Mortgage 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 3.213.22.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Co-Lender Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer Servicers and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered 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 a any Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(sHolder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Serviced Loan Combination, the terms of the holders related Loan Combination Co-Lender Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer Servicers shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and Administered REO Properties as are specifically provided for herein; provided that the Master Servicers shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that none of the Master Servicers shall be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to such Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. All references herein to the respective duties of the Master Servicer Servicers and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the 2004-C15 Serviced Mortgage Loans) and Companion Loans (other than the 175 West Jackson Companion Loans and Administered REO Properties the 180 Maiden Lane Companion Loans) that it is xxxx xs obligated to service and administer pursuant anx xxxxxxxxxx xxrsuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of Mortgage Loans and the Performing Companion Loans (in each case, other than the 2004-C15 Serviced Mortgage Loans and shall render such services with respect to the their related Companion Loans) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the 2004-C15 Serviced Mortgage Loans and Administered their related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that the 2004-C15 Serviced Mortgage Loans and their related Companion Loans are being serviced and administered under the 2004-C15 Pooling and Servicing Agreement. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the 2004-C15 Serviced Mortgage Loans or their related Companion Loans (except for the limited duties with respect to the 2004-C15 Serviced Mortgage Loans expressly provided herein), (ii) to supervise the 2004-C15 Master Servicer, the 2004-C15 Special Servicer or the 2004-C15 Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2004-C15 Serviced Mortgage Loans). In addition to any other obligations expressly set forth herein by specific reference to either or both of the 2004-C15 Serviced Mortgage Loans, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the 2004-C15 Serviced Mortgage Loans, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCertificateholders, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) the express terms Agreement and of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Specially Serviced Mortgage Loan Loan, and Administered (y) each REO Property 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 Mortgage Loans and REO Properties (and the related REO Loans), and shall make Servicing Advances and/or reimburse the Special Servicer for reimbursable expenses which constitute a Servicing Advance (including any interest accrued and payable thereon in accordance with Section 3.03(d)) with respect to Specially Serviced Mortgage Loans and REO Properties and further shall render such incidental services with respect to Performing any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein. No more frequently than once a month, the Special Servicer shall notify the Master Servicer, by delivery of an Officer's Certificate of the Special Servicer, of the costs and expenses incurred but not previously reimbursed or to be incurred by the Special Servicer with respect to any Specially Serviced Mortgage Loan, REO Loan or REO Property. Upon receipt of such Officer's Certificate, the Master Servicer shall reimburse the Special Servicer for any Servicing Advance made by the Special Servicer out of the Certificate Account pursuant to Section 3.05(a) or, if the Master Servicer is then unable to so reimburse such Servicing Advance out of the Certificate Account and the Master Servicer determines such Servicing Advance is not a Nonrecoverable Servicing Advance, no more frequently than once each month, the Master Servicer shall make a Servicing Advance with respect to such costs and expenses or reimburse the Special Servicer for such costs and expenses. The Master Servicer shall notify the Special Servicer that the Master Servicer has determined that any Servicing Advance made by the Special Servicer is a Nonrecoverable Servicing Advance. Neither the Master Servicer nor the Special Servicer shall be required to make any Servicing Advance to the extent such Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered 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 a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Certificateholders, 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 AgreementAgreement and the respective Mortgage Loans; (iii) the express terms of any Residual Value Insurance Policies or Lease Enhancement Policies (in the case of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)CTL Loans); and (iv) to the extent consistent with the foregoing, in accordance with 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Mortgage Loans that are not Specially Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing the Mortgage Loans that are not Specially Serviced Mortgage 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties that it each is obligated to service and administer pursuant to this Agreement on behalf of the TrusteeTrust Fund, for the benefit of the Certificateholders (or, in the case of a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCertificateholders, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) Agreement and the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Specially Serviced Mortgage Loan and Administered (y) REO Property Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports required to be prepared by the Master Servicer and provided to the Trustee hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans), and shall make Servicing Advances and/or reimburse the Special Servicer for reimbursable expenses which constitute a Servicing Advance with respect to Specially Serviced Mortgage Loans and REO Properties and further shall render such incidental services with respect to Performing any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein. The Special Servicer shall notify the Master Servicer, by delivery of an Officer's Certificate of the Special Servicer, of the costs and expenses incurred or to be incurred by the Special Servicer with respect to any Specially Serviced Mortgage Loan, REO Loan or REO Property. The Master Servicer shall reimburse the Special Servicer for any Servicing Advance made by the Special Servicer out of the Certificate Account pursuant to Section 3.05(a) or (i) if the Master Servicer determines such Servicing Advance is not a Nonrecoverable Servicing Advance, the -56- Master Servicer shall make a Servicing Advance with respect to such costs and expenses or reimburse the Special Servicer for such costs and expenses pursuant to Section 3.05(a) or (ii) the Master Servicer shall notify the Special Servicer that the Master Servicer has determined that the Servicing Advance is a Nonrecoverable Servicing Advance. Neither the Master Servicer nor the Special Servicer shall be required to make any Servicing Advance to the extent such Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance. Notwithstanding any obligation of or action to be taken by the Special Servicer herein, unless a provision in this Agreement specifically requires that the Special Servicer make a Servicing Advance, the Special Servicer may, but shall have no obligation to, make any Servicing Advance out of its own funds and shall have no obligation to take any action required or permitted hereunder if such action would require it to make a Servicing Advance out of its own funds. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the The Master Servicer and the Special Servicer shall each service and administer the Serviced Mortgage Loans and any Administered REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the TrusteeAgreement, for the benefit of the Certificateholders (or, in the case of a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Certificateholders, 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) , in accordance with the express terms of this Agreement; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) related Mortgage Loan Documents and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable applicable, in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing StandardStandard and applicable law and in accordance with this Agreement. Without limiting the foregoing foregoing, and subject to Section SECTION 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (X) each Serviced Mortgage Loan as to which a Servicing Transfer Event has occurred and is continuing, and (Y) each Administered REO Property; PROVIDED, HOWEVER, that the Master Servicer shall continue to collect information and, subject to its receipt of information from the Special Servicer as provided herein, prepare and deliver all reports to the Trustee required hereunder with respect to any Specially Serviced Mortgage Loan Loans and Administered REO Property Properties (and the related REO Loans), to process payments at the direction of the Special Servicer with respect to any Specially Serviced Mortgage Loans and Administered REO Properties, and to render such incidental services with respect to any Specially Serviced Mortgage Loans and Administered REO Properties as are specifically provided for herein; and PROVIDED, FURTHER, that the Special Servicer may communicate with the Borrower under any Performing Serviced Mortgage Loan in order to obtain information required to be provided by such Borrower under the related Mortgage Loan Documents that the Master Servicer has been unsuccessful in obtaining and shall render such incidental services with respect to any Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties The Master Servicer shall not, on behalf of the Master Servicer and the Special ServicerTrust, and obtain title to the areas in which they may exercise discretion, shall be subject to Section 3.21a Mortgaged Property.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunderNo. Each of the Master Servicer and the Special Servicer 1 shall service and administer the Serviced Merrill Trust Mortgage Loans and Administered REO Properties that it is obligated to thx XxxXxnk Trust Mortgage Loans (inclusive of the related Serviced Loan Combinations, the Trust Mortgage Loans of which are Merrill Trust Mortgage Loans or KeyXxxx Xxust Mortgage Loans, respectively). Master Servicer No. 2 shall service and administer the Countrywide Trust Mortgage Loans (inclusive of the related Serviced Loan Combinations, the Trust Mortgage Loans of which are Countrywide Trust Mortgage Loans but exclusive of the Georgia-Alabama Retail Portfolio Trust Mortgage Loan), in the case of each of Master Servicer No. 1 and Master Servicer No. 2, pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of a any Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), 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) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of a Serviced Loan Combination, the terms of the holders related Loan Combination Intercreditor Agreement (which, in the event of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent any conflict with this Agreement and to the extent consistent with the Servicing StandardAgreement, shall control)); and (iv) , 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer Servicers shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided that the Master Servicers shall continue to receive payments, and prepare, or cause to be prepared, all reports required hereunder, except for the reports specified herein, as prepared by the Special Servicer with respect to the Specially Serviced Mortgage Loans, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to the Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, that neither Master Servicer shall be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to such Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. All references herein to the respective duties of the Master Servicer Servicers and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the The Master Servicer and the Special Servicer shall each service and administer the Serviced Mortgage Loans and any Administered REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the TrusteeAgreement, for the benefit of the Certificateholders (or, in the case of a Serviced Loan Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Certificateholders, 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) , in accordance with the express terms of this Agreement; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) related Mortgage Loan Documents and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable applicable, in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing StandardStandard and applicable law and in accordance with this Agreement. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer (X) each Serviced Mortgage Loan as to which a Servicing Transfer Event has occurred and is continuing, and (Y) each Administered REO Property; provided, however, that the Master Servicer shall continue to collect information and, subject to its receipt of information from the Special Servicer as provided herein, prepare and deliver all reports to the Trustee required hereunder with respect to any Specially Serviced Mortgage Loan Loans and Administered REO Property Properties (and the related REO Loans), to process payments at the direction of the Special Servicer with respect to any Specially Serviced Mortgage Loans and Administered REO Properties, and to render such incidental services with respect to any Specially Serviced Mortgage Loans and Administered REO Properties as are specifically provided for herein; and provided, further, that the Special Servicer may communicate with the Borrower under any Performing Serviced Mortgage Loan in order to obtain information required to be provided by such Borrower under the related Mortgage Loan Documents that the Master Servicer has been unsuccessful in obtaining and shall render such incidental services with respect to any Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties The Master Servicer shall not, on behalf of the Master Servicer and the Special ServicerTrust, and obtain title to the areas in which they may exercise discretion, shall be subject to Section 3.21a Mortgaged Property.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties the Crowne Plaza Companion Loan that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Crowne Plaza Companion Loan, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement; (iii) Agreement and the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing if applicable, the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) Crowne Plaza Companion Loan 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Crowne Plaza Companion Loan that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and the Crowne Plaza Companion Loan and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (aa)(i) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the The Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and Administered REO Properties that the Companion Loans it is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trustee, Trust and in the best interests of and for the benefit of the Certificateholders (orand, in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit Companion Holder and the Trustee (as holder of the Certificateholders Loan REMIC Regular Interests and the related Serviced NonUncertificated Lower-Trust Mortgage Loan Noteholder(s))Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined in the good faith and reasonable judgment of by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment) in accordance with: (i) any and all with applicable laws; (ii) law, the express terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement; (iii) and the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with if applicable, the Companion Loans. With respect to performing each Loan Pair, in the duties event of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with a conflict between this Agreement and to the extent consistent related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard)); and (iv) , to the extent consistent with the foregoing, in accordance with the Servicing Standard. The higher of the following standards of care: (1) with the same care, skill and diligence as is normal and usual in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higher, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection of all principal and interest and other amounts due and payable under the Mortgage Loans or, if applicable, the Companion Loans and the AB Mortgage Loan as a collective whole, taking into account the subordination of the Companion Loans, as applicable, and without regard to: (1) any relationship that 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to the respective duties any Affiliate of the Master Servicer may have with any Mortgagor; (2) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (3) the Master Servicer's obligation to make Advances and (4) the Special adequacy of the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction (the foregoing, and collectively referred to as the areas in which they may exercise discretion, shall be subject to Section 3.21"Master Servicer Servicing Standards").

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties the Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided, in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the Companion Loans that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans and Administered REO Properties (other than the Non-Serviced Companion Loans) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of Mortgage Loans and the Performing Companion Loans (in each case, other than the Non-Serviced Mortgage Loans and shall render such services with respect to the their related Companion Loans) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and Administered their related Companion Loans) and REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, that the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan, the MSCI 2005-HQ6 Serviced Mortgage Loan and their related Companion Loans are being serviced and administered under the 2005-C19 Pooling and Servicing Agreement, the LB-UBS 2005-C3 Pooling and Servicing Agreement and the MSCI 2005-HQ6 Pooling and Servicing Agreement, respectively. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan, the MSCI 2005-HQ6 Serviced Mortgage Loan or their related Companion Loans (except for the limited duties with respect to the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan expressly provided herein), (ii) to supervise the 2005-C19 Master Servicer, the 2005-C19 Special Servicer, the 2005-C19 Trustee, the LB-UBS 2005-C3 Master Servicer, the LB-UBS 2005-C3 Special Servicer, the LB-UBS 2005-C3 Trustee, the MSCI 2005-HQ6 Master Servicer, the MSCI 2005-HQ6 Special Servicer or the MSCI 2005-HQ6 Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the 2005-C19 Serviced Mortgage Loan). In addition to any other obligations expressly set forth herein by specific reference to any or all of the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan or the MSCI 2005-HQ6 Serviced Mortgage Loan, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the 2005-C19 Serviced Mortgage Loan, the LB-UBS 2005-C3 Serviced Mortgage Loan and the MSCI 2005-HQ6 Serviced Mortgage Loan, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer Servicers and the Special Servicer shall diligently service and administer the Serviced applicable Mortgage Loans and Administered REO Properties that Serviced Companion Loans it is obligated to service and administer pursuant to this Agreement (which Mortgage Loans specifically exclude the Non-Serviced Mortgage Loans) on behalf of the Trustee, for the benefit of the Certificateholders (or, Trust and in the case best interests of a Serviced Loan Combination, and for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests, the Class A-MFL Regular Interest and the Class A-JFL Regular Interest) (and, in the case of the Serviced Whole Loans, the holders of the related Serviced Non-Trust Companion Loans, as a collective whole, taking into consideration that the Serviced B Note is subordinate to the related Mortgage Loan Noteholder(s))and any related Serviced Pari Passu Loan) and the Trustee (as holder of the Uncertificated Lower-Tier Interests) and, in the case of each Serviced Whole Loan, on behalf of the holders of any related Serviced Companion Loan (as a collective whole, taking into consideration that the Serviced B Note is subordinate to the related Mortgage Loan and any related Serviced Pari Passu Loan) (as determined in by the good faith and reasonable judgment of the Master applicable Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with: (i) any and all with applicable laws; (ii) law, the express terms of this Agreement; (iii) , the express terms of the respective Serviced Mortgage Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing in the duties case of each Serviced Whole Loan, the terms of the holders of related Serviced Companion Loan and the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) related Co-Lender Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. The Master higher of the following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the applicable Servicer or Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional, multifamily and commercial mortgage lenders servicing their own mortgage loans and (2) the same care, skill, prudence and diligence with which the applicable Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by such Servicer or the Special Servicer, as the case may be, with a view to the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans (and, in the case of any Serviced Whole Loan, any related Serviced Companion Loans, as a collective whole, taking into consideration that the Serviced B Note is subordinate to the related Mortgage Loan and any related Serviced Pari Passu Loan) or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders and, in the case of each Serviced Whole Loan, on behalf of the holders of any related Serviced Companion Loans (as a collective whole, taking into consideration that the Serviced B Note is subordinate to the related Mortgage Loan and any related Serviced Pari Passu Loan), as determined by the applicable Servicer or the Special Servicer, as the case may be, in accordance its reasonable judgment, but without regard to: (i) any relationship that either Servicer, the Special Servicer or any Affiliate of either Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any holder of Additional Debt, or any other parties to this Agreement; (ii) the ownership of any Certificate or any Serviced Companion Loan Securities by either Servicer, shall service the Special Servicer or any Affiliate of either Servicer or Special Servicer, as applicable; (iii) the Servicer's obligation to make Advances; (iv) the Servicers' or Special Servicer's, as the case may be, right to receive compensation for its services and administer each Cross-Collateralized Group reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicers or Special Servicer or any affiliate of either Servicer or Special Servicer, as a single Serviced Mortgage Loan applicable; and (vi) any debt (including, without limitation, any mezzanine financing) that the Servicers or Special Servicer or any affiliate of either Servicer or Special Servicer, as and when necessary and appropriate consistent with applicable has extended to any Mortgagor (the foregoing, collectively referred to as the "Servicing Standard"). Without limiting the foregoing and foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than the Master Non-Serviced Mortgage Loans) as to which a Servicing Transfer Event has occurred and is continuing and the Serviced Companion Loan as to which a Servicing Transfer Event with respect to the related Mortgage Loan has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the applicable Servicer shall service continue to receive payments, make all calculations, maintain all accounts (other than the Interest Reserve Account and administer the REO Account) and prepare, or cause to be prepared, all of reports to the Performing Serviced Mortgage Loans and shall render such services Trustee required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the applicable Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to such Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicers shall be obligated to service and administer all Mortgage Loans (iiother than the Non-Serviced Mortgage Loans) or Serviced Companion Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall service make the inspections, use its reasonable efforts to collect the statements and administer shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12. The parties hereto acknowledge that each Specially Non-Serviced Mortgage Loan and Administered REO any related Mortgaged Property are being serviced and administered by the related Non-Serviced Mortgage Loan Servicer under the related Non-Serviced Mortgage Loan Pooling Agreement. The Servicers, the Special Servicer or the Trustee shall render have no obligation or authority to supervise such services Non-Serviced Mortgage Loan Servicer or the Non-Serviced Mortgage Loan Trustee or (other than with respect to Performing back-up advances made by the Trustee, if any) to make Servicing Advances with respect to such Non-Serviced Mortgage Loans as are specifically provided for hereinLoan. All references herein The obligation of the Servicer to provide information and collections to the respective duties Trustee and the Certificateholders with respect to each Non-Serviced Mortgage Loan shall be dependent on its receipt of the Master corresponding information and collections from the Non-Serviced Mortgage Loan Servicer and (upon which the Special Servicer, and to the areas in which they Servicer may exercise discretion, shall be subject to Section 3.21conclusively rely).

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans (other than the Non-Serviced Mortgage Loans) and Companion Loans and Administered REO Properties (other than the Non-Serviced Companion Loans) that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (or, and in the case of a Serviced Loan Combinationthe Companion Loans, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may beCompanion Holder, in accordance with: (i) with any and all applicable laws; (ii) , the express terms of this Agreement (and, with respect to a Loan Pair, the related Intercreditor Agreement; (iii) ), the express terms of the respective Serviced Mortgage Loans, and, if applicable, the Companion Loans and any and all related intercreditorand, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to the extent consistent with the foregoing, in accordance with the Servicing Standard. The With respect to any Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control; provided that in no event shall the Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause such servicer to violate the Servicing Standard or the REMIC Provisions. Without limiting the foregoing, and subject to Section 3.21 and Section 3.30, and without limitation of Section 4.03 and any other provision of this Agreement that expressly requires the Master Servicer or the Special Servicer, as applicable in accordance Servicer to take action with this Agreement, shall service and administer each Crossrespect to a Non-Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate consistent with specified in the Servicing Standard. Without limiting the foregoing and subject to Section 3.21succeeding paragraph, (i) the Master Servicer shall service and administer all of Mortgage Loans and the Performing Companion Loans (other than the Non-Serviced Mortgage Loans and shall render such services with respect to the their related Non-Serviced Companion Loans) that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and Administered their related Non-Serviced Companion Loans) and related REO Property and shall render such services with respect to Performing Serviced all such Mortgage Loans, Companion Loans and REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein or as the Special Servicer reasonably requests to enable it to perform its responsibilities under this Agreement; provided, further, however, the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder; provided, further, the Special Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Master Servicer to provide sufficient information to the extent required herein to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. 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 3.21.. The parties hereto acknowledge that the Non-Serviced Mortgage Loans and their related Non-Serviced Companion Loans are subject to a related Intercreditor Agreement and are being serviced and administered under the related Non-Serviced Pooling and Servicing Agreement. The Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have no obligation or authority (i) to service and administer the Non-Serviced Mortgage Loans or their related Non-Serviced Companion Loans (except for the limited duties with respect to the Non-Serviced Mortgage Loans expressly provided herein), (ii) to supervise the related Non-Serviced Master Servicer, related Non-Serviced Special Servicer, related Non-Serviced Trustee or (iii) to make Servicing Advances or P&I Advances (except to the limited extent described in Section 4.03 with respect to P&I Advances to be made by the Master Servicer or the Trustee on the Non-Serviced Mortgage Loans). In addition to any other obligations expressly set forth herein by specific reference to the Non-Serviced Mortgage Loans, the Master Servicer, the Special Servicer, the Trustee and the Paying Agent shall have the following obligations with respect to the Non-Serviced Mortgage Loans, as the case may be:

Administration of the Mortgage Loans. (a) All of the Serviced Mortgage Loans and Administered REO Properties 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 Mortgage Loans and Administered REO Properties the Companion Loans that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, for the benefit of the Certificateholders (orand in the case of the Companion Loans, the Companion Holders, the Certificateholders and the Trust Fund, as a collective whole, taking into account that the Companion Loans are subordinate to the related AB Mortgage Loans to the extent set forth in the related Intercreditor Agreement) in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Mortgage Loans and, in the case of the Companion Loans, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. With respect to any Loan Pair, in the event of a Serviced Loan Combination, for the benefit of the Certificateholders conflict between this Agreement and the related Serviced Non-Trust Mortgage Loan Noteholder(s))Intercreditor Agreement, as determined the Intercreditor Agreement will control; provided, in no event shall the good faith and reasonable judgment Master Servicer or Special Servicer take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause 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; (iii) the express terms of the respective Serviced Mortgage Loans and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 Serviced Mortgage Loan as and when necessary and appropriate consistent with violate the Servicing Standard. Without limiting the foregoing foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and shall render such services with respect to the that are not Specially Serviced Mortgage Loans as are specifically provided for hereinLoans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Administered REO Property and shall render such services with respect to Performing Serviced all Mortgage Loans and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. 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 3.21.