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 the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholders), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement; (iii) 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 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 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. (b) Subject to Sections 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Administration of the 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 the XX Xxxx a Serviced Loan GroupCombination, for the benefit of the Certificateholders and the related XX Xxxx Serviced Non-Trust Mortgage Loan NoteholdersNoteholder(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, 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. (b) Subject to Sections 3.01(a), Section 3.20, 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and and, to the extent provided in the related Co-Lender Agreement, each XX Xxxx related Serviced Non-Trust Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx such Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.01(a), 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx each Loan Pairs are Combination is subject to the terms and conditions of the XX Xxxx related Co-Lender Agreement. The ; and, with respect to each Loan Combination, the parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender AgreementTrust, including with respect to: (i) the allocation of collections on or in respect as holder of the XX Xxxx Loan Group in accordance with Section 4.01 related Combination Trust Mortgage Loan, and of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx related Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of Noteholder(s) under the XX Xxxx related Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Administration of the 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 the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholders), 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 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 terms of the respective Mortgage 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 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 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 the 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. (b) Subject to Sections Section 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) with respect to the Special Servicer, Sections 6.09 and Section 6.11A(b))6.11, the Master Servicer and the Special Servicer Servicer, each shall each have full power and authority, acting alone (oralone, to the extent contemplated by or through one or more Sub-Servicers as provided in Section 3.22 of this Agreement, through subservicers)3.22, to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(a) that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the Certificateholders, Certificateholders and the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections Section 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignmentdischarge, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that . The Master Servicer shall indemnify the Trustee shall not be held liable for any reasonable costs, fees, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any stateof such powers of attorney. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders under this Agreement is intended by the parties to be that of an independent contractor Independent Contractor and not that of a joint venturerventure, partner or agentagent and neither the Master Servicer nor the Special Servicer shall have any liability for each other's action or inaction pursuant to this Agreement. Except as set forth in this Agreement, the Trustee shall not have any liability for the action or inaction of any other party pursuant to this 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 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 the XX Xxxx a Serviced Loan GroupCombination, for the benefit of the Certificateholders and the related XX Xxxx Serviced Non-Trust Mortgage Loan NoteholdersNoteholder(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, 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. (b) Subject to Sections 3.01(a), Section 3.20, 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and and, to the extent provided in the related Co-Lender Agreement, each XX Xxxx related Serviced Non-Trust Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx such Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.01(a), 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx each Loan Pairs are Combination is subject to the terms and conditions of the XX Xxxx related Co-Lender Agreement. The ; and, with respect to each Loan Combination, the parties hereto further recognize the respective rights and obligations of the "Lenders" Trust, as holder of the related Combination Trust Mortgage Loan, and of the related Non-Trust Mortgage Loan Noteholder(s) under the XX Xxxx related Co-Lender Agreement. (d) With respect to any Serviced Loan Combination, in the event that neither the related Trust Mortgage Loan nor the related REO Property (or any interest therein) is an asset of the Trust Fund and, except as contemplated in the second paragraph of this Section 3.01(d), in accordance with the related Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx such Serviced Loan Group Combination and any related REO Property are to be governed by a separate servicing agreement and not by this Agreement. Upon , then (either (i) with the consent or at the request of the then current holders of each Mortgage Loan comprising such Serviced Loan Combination or (ii) if expressly provided for in the Mortgage Notes for the XX Xxxx Loan Group, related Co-Lender Agreement) the Master Servicer and, if the XX Xxxx such Serviced Loan Group Combination is then being specially serviced hereunderhereunder or the related Mortgaged Property has become an REO Property, the Special Servicer Servicer, shall continue to act in such capacities under such separate servicing agreement, which ; provided that such separate servicing agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx such Serviced Loan Group Combination and the XX Xxxx related Mortgaged Properties Property shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any timeFurther, with respect to the XX Xxxx any Serviced Loan GroupCombination, if at any time neither the XX Xxxx related Trust Mortgage Loans Loan nor any XX Xxxx related REO Property (or any interest therein) is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx such Serviced Loan Pairs Combination or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx related Co-Lender Agreement and the prior paragraph (for whatever reason, including the failure to obtain any rating agency confirmation required in connection therewith pursuant to the related Co-Lender Agreement), and notwithstanding that neither the XX Xxxx related Trust Mortgage Loans (in whole or in part) Loan nor any XX Xxxx related REO Property (or any interest therein) is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx comprising such Serviced Loan GroupCombination, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx such Serviced Loan Group Combination and/or any XX Xxxx related REO Property, for the benefit of the respective holders of the XX Xxxx such Serviced Loan GroupCombination, under this Agreement as if the XX Xxxx such Serviced Loan Group Combination or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or Trustee, the Certificates, the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders holder of the Mortgage Notes Note for the XX Xxxx related Serviced Combination Trust Mortgage LoansLoan. (de) The parties hereto acknowledge that Master Servicer shall use efforts consistent with the Sangertown Square Loan Pair is subject Servicing Standard to have prepared, executed (with the terms and conditions cooperation of the Sangertown Square CoDepositor (in the case of a Lehman Trust Mortgagx Xxxx) and the related Unaffiliated Mortgage Loan Seller (in the case of a Non-Lender Lehman Trust Mortgagx Xxxx) in obtaining requisite signatures, if applicable) and delivered by the applicable party (and included in the Servicing Agreement. The parties hereto further recognize File), not later than the respective rights and obligations later of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) 30 days following the allocation of collections on or in respect Master Servicer's receipt of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 subject franchisor comfort letter, guaranty of the Sangertown Square Co-Lender and Servicing Agreement; payment or letter of credit and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 expiration of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) period that may be required for such transfer or assignment pursuant to the Sangertown Square Co-Lender terms of the applicable franchisor comfort letter, guaranty of payment or letter of credit, if any, (A) with respect to any Serviced Mortgage Loan secured by a hospitality property (as identified on Schedule VI hereto) (and Servicing Agreementwith respect to which a franchise agreement constitutes part of the related Mortgage File on the Closing Date), any original transfer or assignment documents necessary to transfer or assign to the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes Trustee any successor agreement contemplated rights under the Sangertown Square Co-Lender related franchisor comfort letter; and Servicing Agreement(B) with respect to any Serviced Mortgage Loan that has a related guaranty or letter of credit that constitutes part of the related Mortgage File on the Closing Date, (b) any original transfer or assignment documents necessary to transfer or assign to the obligations Trustee any rights under the related guaranty of payment or letter of credit. In the event, with respect to a Serviced Trust Mortgage Loan with a related letter of credit, it is determined by the Master Servicer with respect that a draw under such letter of credit has become necessary under the terms thereof prior to the Sangertown Square assignment under clause (B) of the preceding sentence having been effected, the Master Servicer shall direct (in writing) the Depositor (in the case of a Lehman Trust Mortgagx Xxxx) or the related Unaffiliated Mortgage Loan are only as expressly set forth Seller (in this Agreementthe case of a Non-Lehman Trust Mortgagx Xxxx) to make such draw or to cause such draw to be made on behalf of the Trustee, and, the Depositor will, and each Unaffiliated Mortgage Loan Seller will be obligated under the related Mortgage Loan Purchase Agreement to, use its best efforts to cause such draw to be made; provided that neither the Depositor nor any Unaffiliated Mortgage Loan Seller shall have any liability in connection with the determination to make, or the making of, such draw (c) none other than to remit the proceeds of such draw to the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair). (ef) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and Trustee, to the XX Xxxx Serviced Non-Trust Mortgage Loan Noteholders and to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or or, except as set forth in this Agreement, agent. (g) The parties hereto acknowledge that each Outside Serviced Trust Mortgage Loan (and, if such Outside Serviced Trust Mortgage Loan is part of a Loan Combination, the related Outside Serviced Non-Trust Mortgage Loan(s)) will primarily be serviced and administered in accordance with the related Outside Servicing Agreement, and the servicing and administrative duties of the parties hereto with respect to each Outside Serviced Trust Mortgage Loan, any successor REO Trust Mortgage Loan with respect thereto and any related Outside Administered REO Property shall be limited to those expressly set forth herein.

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 the XX Xxxx a Serviced Loan GroupCombination, for the benefit of the Certificateholders and the related XX Xxxx Serviced Non-Trust Mortgage Loan NoteholdersNoteholder(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, 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. (b) Subject to Sections 3.01(a), Section 6.11 3.20, 3.27 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.11, the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and and, to the extent provided in the related Co-Lender Agreement, each XX Xxxx related Serviced Non-Trust Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx such Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.01(a), 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))3.27, any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx each Loan Pairs are Combination is subject to the terms and conditions of the XX Xxxx related Co-Lender Agreement. The ; and, with respect to each Loan Combination, the parties hereto further recognize the respective rights and obligations of the "Lenders" Trust, as holder of the related Combination Trust Mortgage Loan, and of the related Non-Trust Mortgage Loan Noteholder(s) under the XX Xxxx related Co-Lender Agreement. (d) With respect to any Serviced Loan Combination, in the event that neither the related Trust Mortgage Loan nor the related REO Property (or any interest therein) is an asset of the Trust Fund and, except as contemplated in the second paragraph of this Section 3.01(d), in accordance with the related Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx such Serviced Loan Group Combination and any related REO Property are to be governed by a separate servicing agreement and not by this Agreement. Upon , then (either (i) with the consent or at the request of the then current holders of each Mortgage Loan comprising such Serviced Loan Combination or (ii) if expressly provided for in the Mortgage Notes for the XX Xxxx Loan Group, related Co-Lender Agreement) the Master Servicer and, if the XX Xxxx such Serviced Loan Group Combination is then being specially serviced hereunderhereunder or the related Mortgaged Property has become an REO Property, the Special Servicer Servicer, shall continue to act in such capacities under such separate servicing agreement, which ; provided that such separate servicing agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx such Serviced Loan Group Combination and the XX Xxxx related Mortgaged Properties Property shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any timeFurther, with respect to the XX Xxxx any Serviced Loan GroupCombination, if at any time neither the XX Xxxx related Trust Mortgage Loans Loan nor any XX Xxxx related REO Property (or any interest therein) is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx such Serviced Loan Pairs Combination or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx related Co-Lender Agreement and the prior paragraph (for whatever reason, including the failure to obtain any rating agency confirmation required in connection therewith pursuant to the related Co-Lender Agreement), and notwithstanding that neither the XX Xxxx related Trust Mortgage Loans (in whole or in part) Loan nor any XX Xxxx related REO Property (or any interest therein) is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx comprising such Serviced Loan GroupCombination, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx such Serviced Loan Group Combination and/or any XX Xxxx related REO Property, for the benefit of the respective holders of the XX Xxxx such Serviced Loan GroupCombination, under this Agreement as if the XX Xxxx such Serviced Loan Group Combination or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or Trustee, the Certificates, the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders holder of the Mortgage Notes Note for the XX Xxxx related Serviced Combination Trust Mortgage LoansLoan. (de) The parties hereto acknowledge that Master Servicer shall use efforts consistent with the Sangertown Square Loan Pair is subject Servicing Standard to have prepared, executed (with the terms and conditions cooperation of the Sangertown Square CoDepositor, in the case of a Xxxxxx Trust Mortgage Loan, and the related Unaffiliated Mortgage Loan Seller, in the case of a Non-Lender Xxxxxx Trust Mortgage Loan, in obtaining requisite signatures, if applicable) and delivered by the applicable party (and included in the Servicing Agreement. The parties hereto further recognize File), not later than the respective rights and obligations later of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) 30 days following the allocation of collections on or in respect Master Servicer's receipt of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 subject franchisor comfort letter, guaranty of the Sangertown Square Co-Lender and Servicing Agreement; payment or letter of credit and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 expiration of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) period that may be required for such transfer or assignment pursuant to the Sangertown Square Co-Lender terms of the applicable franchisor comfort letter, guaranty of payment or letter of credit, if any, (A) with respect to any Serviced Mortgage Loan secured by a hospitality property (as identified on Schedule VI hereto) (and Servicing Agreementwith respect to which a franchise agreement constitutes part of the related Mortgage File on the Closing Date), any original transfer or assignment documents necessary to transfer or assign to the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes Trustee any successor agreement contemplated rights under the Sangertown Square Co-Lender related franchisor comfort letter; and Servicing Agreement(B) with respect to any Serviced Mortgage Loan that has a related guaranty or letter of credit that constitutes part of the related Mortgage File on the Closing Date, (b) any original transfer or assignment documents necessary to transfer or assign to the obligations Trustee any rights under the related guaranty of payment or letter of credit. If, with respect to a Serviced Trust Mortgage Loan with a related letter of credit, it is determined by the Master Servicer with respect that a draw under such letter of credit has become necessary under the terms thereof prior to the Sangertown Square assignment under clause (B) of the preceding sentence having been effected, then the Master Servicer shall direct (in writing) the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan are only as expressly set forth Seller (in this Agreementthe case of a Non-Xxxxxx Trust Mortgage Loan) to make such draw or to cause such draw to be made on behalf of the Trustee, and, the Depositor will, and each Unaffiliated Mortgage Loan Seller will be obligated under the related Mortgage Loan Purchase Agreement to, use its best efforts to cause such draw to be made; provided that neither the Depositor nor any Unaffiliated Mortgage Loan Seller shall have any liability in connection with the determination to make, or the making of, such draw (c) none other than to remit the proceeds of such draw to the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair). (ef) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and Trustee, to the XX Xxxx Serviced Non-Trust Mortgage Loan Noteholders and to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or or, except as set forth in this Agreement, agent. (g) The parties hereto acknowledge that each Outside Serviced Trust Mortgage Loan and the related Outside Serviced Non-Trust Mortgage Loan(s) will primarily be serviced and administered in accordance with the related Outside Servicing Agreement, and the servicing and administrative duties of the parties hereto with respect to each Outside Serviced Trust Mortgage Loan, any successor REO Trust Mortgage Loan with respect thereto and any related Outside Administered REO Property shall be limited to those expressly set forth herein.

Administration of the Mortgage Loans. (a) All The Master Servicer shall be the Master Servicer with respect to all the Trust Assets and, as such, subject to Section 3.21, shall service and administer such of the 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 Trust Assets as constitute Specially Serviced Mortgage Loans and Administered REO Properties are to Properties. The Special Servicer shall be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each with respect to all the Trust Assets and, as such, subject to Section 3.21, shall service and administer such of the 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 as constitute Performing Mortgage Loans. (b) Capmark as Master Servicer and the Special Servicer shall service and administer the Serviced Mortgage Loans and Administered any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of in accordance with the TrusteeServicing Standard-Capmark and the REMIC Provisions. The Special Servicer and any successor Master Servicer shall service and administer the Mortgage Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement, for the benefit of the Certificateholders (or, in the case of the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholdersas a collective whole), 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 the respective Mortgage Loan Documents (and, in the case of each A/B Loan Pair, the related A/B Intercreditor Agreement); and (iii) the respective Serviced Mortgage Loans and any and all related intercreditorREMIC Provisions and, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective 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-General. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting Subject to 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. (b) Subject to Sections 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, or through subservicers)Sub-Servicers, to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(a) that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, (with respect to each of the Serviced those Performing Mortgage Loans that it is obligated to service hereunderand administer pursuant to this Agreement) and Special Servicer (with respect to Specially Serviced Mortgage Loans that it is obligated to service and administer pursuant to this Agreement), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder obligated to execute and deliver, on behalf of the Certificateholders, any affected B Loan Holder and the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, : (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, or of assignment, partial or full defeasance and all other comparable instruments; and (iviii) subject to Sections 3.08, 3.20 and 3.24, any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreementassumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, promptly execute furnish, or cause to be so furnished, to such Master Servicer or Special Servicer, as appropriate, any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them the Master Servicer or Special Servicer, as the case may be, to carry out their its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any negligence with respect to, or misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding ; provided, further, notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and and, unless they are the XX Xxxx Non-Trust Mortgage Loan Noteholders same Person, each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (d) In the event that an A/B Material Default occurs with respect to any A/B Loan Pair, and for so long as such A/B Material Default is continuing, the Master Servicer and/or the Special Servicer, as applicable, shall be obligated to service the related B Loan on behalf of the related B Loan Holder, subject to the terms and conditions of the related A/B Intercreditor Agreement; provided that in no event shall the Master Servicer have any obligation to make any Advance with respect to a B Loan. In such event, all references herein to "Mortgage Loan" (and, if the related A Loan is a Specially Serviced Mortgage Loan, all references herein to "Specially Serviced Mortgage Loan"), other than provisions pertaining to the making of Advances, shall include a B Loan that is being serviced under this 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 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 the XX Xxxx a Serviced Loan GroupCombination, for the benefit of the Certificateholders and the related XX Xxxx Serviced Non-Trust Mortgage Loan NoteholdersNoteholder), as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement; (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 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. (b) Subject to Sections 3.01(a), Section 3.20, 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and and, to the extent provided in the related Co-Lender Agreement, each XX Xxxx related Serviced Non-Trust Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx such Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.01(a), 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx each Serviced Loan Pairs are Combination is subject to the terms and conditions of the XX Xxxx related Co-Lender Agreement. The With respect to each Serviced Loan Combination, the parties hereto further recognize the respective rights and obligations of the "Lenders" Trust, as holder of the related Serviced Combination Trust Mortgage Loan, and of the related Serviced Non-Trust Mortgage Loan Noteholder under the XX Xxxx related Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of such Serviced Loan Combination, and the XX Xxxx making of remittances, to the Trust, as holder of the related Serviced Combination Trust Mortgage Loan, and to the related Serviced Non-Trust Mortgage Loan Group Noteholder, in accordance with Section 4.01 of the XX Xxxx related Co-Lender Agreement, ; (ii) the making allocation of payments expenses and losses relating to such Serviced Loan Combination to the "Lenders" Trust, as holder of the related Serviced Combination Trust Mortgage Loan, and to the related Serviced Non-Trust Mortgage Loan Noteholder, in accordance with Section 4.02 of the XX Xxxx related Co-Lender Agreement, ; (iii) the purchase right of any XX Xxxx Trust Mortgage Loan by a XX Xxxx the related Serviced Non-Trust Mortgage Loan Noteholder or its designee to purchase the related Serviced Combination Trust Mortgage Loan, in accordance with Section 5.01 4.03 of the XX Xxxx related Co-Lender Agreement; and (iv) in the case of a Kimco Portfolio Loan Pair, the right of the related Serviced Non-Trust Mortgage Loan Noteholder to cure defaults under the related Serviced Combination Trust Mortgage Loan, in accordance with Article VII of the related Co-Lender Agreement. (d) With respect to any Serviced Loan Combination, in the event that neither the related Trust Mortgage Loan nor the related REO Property is an asset of the Trust Fund and, except as contemplated in the second paragraph of this Section 3.01(d), in accordance with the related Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx such Serviced Loan Group Combination and any related REO Property are to be governed by a separate servicing agreement and not by this Agreement. Upon , then (either (i) with the consent or at the request of the then current holders of each Mortgage Loan comprising such Serviced Loan Combination or (ii) if expressly provided for in the Mortgage Notes for the XX Xxxx Loan Group, related Co-Lender Agreement) the Master Servicer and, if the XX Xxxx such Serviced Loan Group Combination is then being specially serviced hereunderhereunder or the related Mortgaged Property has become an REO Property, the Special Servicer Servicer, shall continue to act in such capacities under such separate servicing agreement, which ; provided that such separate servicing agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx such Serviced Loan Group Combination and the XX Xxxx related Mortgaged Properties Property shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any timeFurther, with respect to the XX Xxxx any Serviced Loan GroupCombination, if at any time neither the XX Xxxx related Trust Mortgage Loans Loan nor any XX Xxxx related REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx such Serviced Loan Pairs Combination or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx related Co-Lender Agreement and the prior paragraph (for whatever reason, including the failure to obtain the rating agency confirmation required in connection therewith pursuant to the related Co-Lender Agreement), and notwithstanding that neither the XX Xxxx related Trust Mortgage Loans (in whole or in part) Loan nor any XX Xxxx related REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx comprising such Serviced Loan GroupCombination, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx such Serviced Loan Group Combination and/or any XX Xxxx related REO Property, for the benefit of the respective holders of the XX Xxxx such Serviced Loan GroupCombination, under this Agreement as if the XX Xxxx such Serviced Loan Group Combination or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or Trustee, the Certificates, the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders holder of the Mortgage Notes Note for the XX Xxxx related Serviced Combination Trust Mortgage LoansLoan. (de) The parties hereto acknowledge that the Sangertown Square One Lincoln Street Loan Pair is subject to the terms and conditions of the Sangertown Square One Lincoln Street Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" One Lincoln Street Noteholders under the Sangertown Square One Lincoln Street Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square One Lincoln Street Loan Pair Pair, and the making of remittances, to the One Lincoln Street Noteholders in accordance with the related loan documents and Section 4.01 3.2.1 of the Sangertown Square One Lincoln Street Co-Lender Agreement; (ii) the allocation of expenses and Servicing losses relating to the One Lincoln Street Loan Pair to the One Lincoln Street Noteholders in accordance with Section 3.2.2 of the One Lincoln Street Co-Lender Agreement; and (iiiii) the making of payments obligation to the "Lenders" return funds in accordance with Section 4.01 3.4 of the Sangertown Square One Lincoln Street Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: that (ai) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square One Lincoln Street Loan Pair is to be serviced and administered by the Sangertown Square One Lincoln Street Servicers in accordance with the Sangertown Square One Lincoln Street Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square One Lincoln Street Co-Lender and Servicing Agreement, (bii) the obligations of the Master Servicer with respect to the Sangertown Square One Lincoln Street Trust Mortgage Loan are only as expressly set forth in this Agreement, (ciii) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not or be liable for, the performance of the Sangertown Square One Lincoln Street Servicers other than as expressly set forth in this Agreement, and (div) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square One Lincoln Street Loan Pair. (ef) The parties hereto acknowledge that the World Apparel Center Loan Group is subject to the terms and conditions of the World Apparel Center Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the World Apparel Center Noteholders under the World Apparel Center Co-Lender Agreement, including with respect to: (i) the allocation of collections, expenses and losses on or in respect of the World Apparel Center Loan Group, and the making of remittances, to the World Apparel Center Noteholders in accordance with Section 4.01 of the World Apparel Center Co-Lender Agreement; and (ii) the sharing of certain expenses in accordance with Section 4.03 of the World Apparel Center Co-Lender Agreement. The parties hereto further acknowledge that (i) the World Apparel Center Loan Group is to be serviced and administered by the World Apparel Center Servicers in accordance with the World Apparel Center Servicing Agreement, which term includes any successor agreement contemplated under the World Apparel Center Co-Lender Agreement, (ii) the obligations of the Master Servicer with respect to the World Apparel Center Trust Mortgage Loan are only as expressly set forth in this Agreement, (iii) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, or be liable for, the performance of the World Apparel Center Servicers other than as expressly set forth in this Agreement, and (iv) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the World Apparel Center Loan Group. (g) The Master Servicer shall use efforts consistent with the Servicing Standard to have prepared, executed (with the cooperation of the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) and the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) in obtaining requisite signatures, if applicable) and delivered by the applicable party (and included in the Servicing File), not later than the later of (i) 30 days following the Master Servicer's receipt of the subject franchisor comfort letter, guaranty of payment or letter of credit and (ii) the expiration of the period that may be required for such transfer or assignment pursuant to the terms of the applicable franchisor comfort letter, guaranty of payment or letter of credit, if any, (A) with respect to any Serviced Mortgage Loan secured by a hospitality property (as identified on Schedule VII hereto) (and with respect to which a franchise agreement constitutes part of the related Mortgage File on the Closing Date), any original transfer or assignment documents necessary to transfer or assign to the Trustee any rights under the related franchisor comfort letter; and (B) with respect to any Serviced Mortgage Loan that has a related guaranty or letter of credit that constitutes part of the related Mortgage File on the Closing Date, any original transfer or assignment documents necessary to transfer or assign to the Trustee any rights under the related guaranty of payment or letter of credit. In the event, with respect to a Serviced Trust Mortgage Loan with a related letter of credit, it is determined by the Master Servicer that a draw under such letter of credit has become necessary under the terms thereof prior to the assignment under clause (B) of the preceding sentence having been effected, the Master Servicer shall direct (in writing) the Depositor (in the case of a Xxxxxx Trust Mortgage Loan) or the UBS Mortgage Loan Seller (in the case of a UBS Trust Mortgage Loan) to make such draw or to cause such draw to be made on behalf of the Trustee, and, the Depositor will, and the UBS Mortgage Loan Seller will be obligated under the UBS/Depositor Mortgage Loan Purchase Agreement to, use its best efforts to cause such draw to be made; provided that neither the Depositor nor the UBS Mortgage Loan Seller shall have any liability in connection with the determination to make, or the making of, such draw (other than to remit the proceeds of such draw to the Master Servicer). (h) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and Trustee, to the XX Xxxx Serviced Non-Trust Mortgage Loan Noteholders and to each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

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 the XX Xxxx any Serviced Loan GroupCombination, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan NoteholdersNoteholder(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 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 terms of the respective Mortgage Loans thereunder and, in the case of a Serviced Loan Combination, the terms of the related Loan Combination Intercreditor Agreement (to which, in the extent not inconsistent event of 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 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 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 the 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. (b) Subject to Sections Section 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.11, the Master Servicer Servicers and the Special Servicer each shall each have full power and authority, acting alone (or, pursuant to the extent contemplated by Section 3.22 of this Agreement3.22, through subservicersone or more Sub-Servicers), to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(a) that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer Servicers and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and and, pursuant to each XX Xxxx Loan Combination Intercreditor Agreement, by the related Non-Trust Mortgage Loan Noteholder Noteholder(s), to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx each such Non-Trust Mortgage Loan Noteholders or any of themNoteholder, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections Section 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release release, discharge, or discharge or of assignment, and all other comparable instruments; and (iv) any pledge agreements and all instruments that such party may be required to execute on behalf of the Trustee other defeasance documents in connection with the a defeasance of a Serviced Mortgage Loan as contemplated in this Agreementpursuant to Section 3.20(i). Subject to Section 3.10, the Trustee shall, at the written request of the applicable Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the such Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the either Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer Servicers nor the Special Servicer shall, shall without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name (or, in the case of a Non-Trust Loan, solely under the related Non-Trust Noteholder's name) without indicating the applicable Master Servicer's or the Special Servicer's, 's as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causesdoes cause, the Trustee to be registered to do business in any state. (c) The relationship of each of the Master Servicers, the Special Servicer and the Custodian to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venture or partner or, except as set forth herein, agent. No Person acting in any one or more of such capacities shall be responsible for the actions of or failure to act by another Person acting in any one or more of such capacities. (d) Notwithstanding anything herein to the contrary, in no event shall either Master Servicer, the Trustee or any Fiscal Agent make a Servicing Advance with respect to any Non-Trust Loan to the extent the related Trust Mortgage Loan has been paid in full or is no longer included in the Trust Fund. (e) Neither the Master Servicers nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement. (f) The parties hereto acknowledge that the XX Xxxx each Loan Pairs are Combination is subject to the terms and conditions of the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" related Non-Trust Noteholder(s) under the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement, including with respect to: to (i) the allocation of collections on or in respect of the XX Xxxx applicable Loan Group Combination, and the making of payments, to such Non-Trust Noteholder(s) in accordance with Section 4.01 of the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement, (ii) the making allocation of payments expenses and/or losses relating to the "Lenders" subject Loan Combination to such Non-Trust Noteholder(s) in accordance with Section 4.02 of the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement, and (iii) the purchase right, if applicable, of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee to purchase the related Trust Mortgage Loan in accordance with Section 5.01 of the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement. (g) With respect to any Serviced Loan Combination, and (iv) in the right of event that either the XX Xxxx Non-related Trust Mortgage Loan Noteholders to cure certain events or the related Loan Combination REO Property (or any interest therein) is no longer an asset of default occurring with respect to the XX Xxxx Trust Mortgage Loans Fund and, except as contemplated in the second paragraph of this Section 3.01(g), in accordance with Section 5.02 of the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx such Serviced Loan Group Combination and any related Loan Combination REO Property are to be governed by a separate servicing agreement and not by this Agreement. Upon , then (either (i) with the consent or at the request of the then current holders of each Mortgage Loan comprising such Serviced Loan Combination or (ii) if expressly provided for in or pursuant to the Mortgage Notes for related Loan Combination Intercreditor Agreement) the XX Xxxx Loan Group, the applicable Master Servicer and, if the XX Xxxx such Loan Group Combination is then being specially serviced hereunderhereunder or the related Loan Combination Mortgaged Property has become a Loan Combination REO Property, the Special Servicer Servicer, shall continue to act in such capacities under such separate servicing agreement, which ; provided that such separate servicing agreement shall be reasonably acceptable to the applicable Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx such Serviced Loan Group Combination and the XX Xxxx related Loan Combination Mortgaged Properties Property shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any timeFurther, with respect to the XX Xxxx any Serviced Loan GroupCombination, if at any time neither the XX Xxxx related Trust Mortgage Loans Loan nor any XX Xxxx related Loan Combination REO Property (or any interest therein) is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx such Loan Pairs Combination or any related Loan Combination REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender related Loan Combination Intercreditor Agreement and the prior paragraph (for whatever reason, including the failure to obtain any rating agency confirmation required in connection therewith pursuant to the related Loan Combination Intercreditor Agreement), and notwithstanding that neither the XX Xxxx related Trust Mortgage Loans (in whole or in part) Loan nor any XX Xxxx related Loan Combination REO Property (or any interest therein) is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx comprising such Serviced Loan GroupCombination, the applicable Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx such Serviced Loan Group Combination and/or any XX Xxxx related Loan Combination REO Property, for the benefit of the respective holders of the XX Xxxx such Serviced Loan GroupCombination, under this Agreement as if the XX Xxxx such Serviced Loan Group Combination or any related Loan Combination REO Property were the sole assets subject hereto, hereto but shall not be required to make any Advances with certain references respect thereto. (h) Nothing contained in this Agreement applicable shall limit the ability of either Master Servicer to lend money to or accept deposits from or otherwise generally engage in any kind of business or dealings with any Mortgagor as though such Master Servicer was not a party to this Agreement or to the Trusttransactions contemplated hereby; provided, however, that no such loan made by such Master Servicer may be secured, in whole or in part by any Mortgaged Property securing a Mortgage Loan or by ownership interests in a Mortgagor, and provided, further, that the Trustee and/or foregoing provision shall not act to modify, qualify or limit a Master Servicer's obligation to act in accordance with the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage LoansServicing Standard. (di) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject In clarification of, and neither in addition to the terms and conditions nor in deletion of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights duties and obligations of the "Lenders" under Master Servicers or the Sangertown Square Co-Lender and Servicing Special Servicer pursuant to this Agreement, no provision herein contained shall be construed as an express or implied guarantee by either Master Servicer or the Special Servicer of the collectibility or recoverability of payments on the Mortgage Loans or shall be construed to impair or adversely affect any rights or benefits provided by this Agreement to such Master Servicer or the Special Servicer (including with respect to: to Master Servicing Fees or the right to be reimbursed for Advances). Any provision in this Agreement for any Advance by a Master Servicer, the Special Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and, if applicable, the Non-Trust Noteholders, and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans. No provision hereof shall be construed to impose liability on either Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders (ior, in the case of any Serviced Loan Combination, to the Certificateholders and the related Non-Trust Noteholder(s)) the allocation of collections on or in respect of the Sangertown Square a Mortgage Loan Pair at any time after a determination of present value recovery made in its reasonable and good faith judgment in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered Standard by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the such Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to hereunder at any time is less than the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agentamount reflected in such determination.

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 the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholders), 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 respective Serviced Mortgage Loans Agreement and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Mortgage 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 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 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 the 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. (b) Subject to Sections Section 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), the Master Servicer and the Special Servicer each shall each have full power and authority, acting alone (oralone, to the extent contemplated by or through one or more Sub-Servicers as provided in Section 3.22 of this Agreement, through subservicers)3.22, to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(a) that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the Certificateholders, Certificateholders and the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections Section 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignmentdischarge, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute promptly, but in any event within five Business Days of such request, furnish, or cause to be so furnished, to the Master Servicer and the Special Servicer any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither Servicer and shall be indemnified by each of the Master Servicer nor and the Special Servicer shallfor any costs, without liabilities and expenses incurred by the Trustee's written consent: (i) initiate any action, suit Trustee in connection with the negligent or proceeding solely under the Trustee's name without indicating willful misuse of such powers of attorney by the Master Servicer's Servicer or the Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturerventure, partner or agent.

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 the XX Xxxx a Serviced Loan GroupCombination, for the benefit of the Certificateholders and the related XX Xxxx Serviced Non-Trust Mortgage Loan NoteholdersNoteholder(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, 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. (b) Subject to Sections 3.01(a), Section 3.20, 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and and, to the extent provided in the related Co-Lender Agreement, each XX Xxxx related Serviced Non-Trust Mortgage Loan Noteholder (if any) to execute and deliver, on behalf of the Certificateholders, the Trustee and the XX Xxxx such Serviced Non-Trust Mortgage Loan Noteholders Noteholder or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.01(a), 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b))6.12, any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any -146- and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx each Loan Pairs are Combination is subject to the terms and conditions of the XX Xxxx related Co-Lender Agreement. The ; and, with respect to each Loan Combination, the parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender AgreementTrust, including with respect to: (i) the allocation of collections on or in respect as holder of the XX Xxxx Loan Group in accordance with Section 4.01 related Combination Trust Mortgage Loan, and of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx related Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of Noteholder(s) under the XX Xxxx related Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Administration of the 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 the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholders)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 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 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, 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 the 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. (b) Subject to Sections 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)SECTION 3.01(A), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, or through subservicers)Sub-Servicers, to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(areferred to in SECTION 3.01(A) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own namename or in the name of the Trustee, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the Certificateholders, Certificateholders and the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, : (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; and (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments. In addition, without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is authorized and empowered by the Trustee to execute and deliver, in accordance with the Servicing Standard and subject to Sections SECTIONS 3.08 and 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all assumptions, modifications, waivers, substitutions, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section SECTION 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, promptly execute furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents furnished (each of which shall be prepared by the Master Servicer or the Special Servicer that are Servicer, as applicable) necessary or appropriate to enable them it to carry out their its servicing and administrative duties hereunder, including for purposes of drawing on any letter of credit; providedPROVIDED, howeverHOWEVER, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject that, pursuant to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to[Separately Serviced Mortgage Loan] Intercreditor Agreements: (i) until the allocation occurrence of collections on or in respect a [Separately Serviced Mortgage Loan] Change of Servicing Control Event, the XX Xxxx [Separately Serviced Mortgage Loan] Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers [Other CMBS Series] Master Servicer and the [Other CMBS Series] Special Servicer in accordance with the Sangertown Square [Other CMBS Series PSA] (PROVIDED that the Master Servicer is responsible for performing such services with respect to the [Separately Serviced Mortgage Loan] as are specifically set forth in ARTICLES I through XI of this Agreement); and (ii) upon the occurrence of a [Separately Serviced Mortgage Loan] Change of Servicing Control Event, the [Separately Serviced Mortgage Loan] Loan Group will be serviced and administered by the Master Servicer and Special Servicer in accordance with ARTICLE XII of this Agreement; PROVIDED that, if the [Other CMBS Series PSA] is ever to be replaced by any other [Separately Serviced Mortgage Loan] Servicing Agreement, which term includes then prior to exercising any consent right that the Trustee may have with respect to that successor agreement contemplated under the Sangertown Square Co-Lender and [Separately Serviced Mortgage Loan] Servicing Agreement, the Trustee shall obtain written confirmation from each Rating Agency that such successor [Separately Serviced Mortgage Loan] Servicing Agreement will not result in an Adverse Rating Event with respect to any Class of Rated Certificates. For so long as (bi) the [Separately Serviced Mortgage Loan] or any [Separately Serviced Mortgage Loan] REO Loan are part of the Mortgage Pool and (ii) the [Separately Serviced Mortgage Loan] Loan Group and/or any [Separately Serviced Mortgage Loan] REO Property are being serviced and administered under any [Separately Serviced Mortgage Loan] 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 [Separately Serviced Mortgage Loan] Master Servicer with respect and the [Separately Serviced Mortgage Loan] Special Servicer, respectively, under such [Separately Serviced Mortgage Loan] 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 the Sangertown Square Trust Mortgage Loan are only such an extent and at such time as expressly set forth in this Agreement, (c) none of the Master Servicer, in its reasonable judgment, would require were it the Trustee or owner of the Fiscal Agent have any obligation to monitor or supervise[Separately Serviced Mortgage Loan]. The reasonable costs and expenses incurred by the Master Servicer in connection with such enforcement shall be paid by, and shall not be liable forreimbursable as, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan PairAdvances. (ed) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and and, unless they are the XX Xxxx Non-Trust Mortgage Loan Noteholders same Person, each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or or, except as specifically set forth herein, agent.

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 any 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 the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholdersas a collective whole), 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) , in accordance with the express terms of this Agreement; (iii) the respective Serviced Mortgage Loans Agreement and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Mortgage Loans thereunder (to the extent not inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) 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 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 hereinLoans, and (ii) the Special Servicer shall service and administer (x) each Mortgage Loan (other than a Corrected Mortgage Loan) as to which a Servicing Transfer Event has occurred, and (y) each REO Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Mortgage Loan Loans and Administered REO Property Properties (and shall the related REO Mortgage Loans) and, further, to render such incidental services with respect to the Performing any Specially Serviced Mortgage Loans and REO Properties 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. (b) Subject to Sections Section 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, or through subservicers)Sub-Servicers, to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(a) that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the Certificateholders, Certificateholders and the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, : (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; and (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments. In addition, without limiting the generality of the foregoing, each of the Master Servicer and Special Servicer is authorized and empowered by the Trustee to execute and deliver, in accordance with the Servicing Standard and subject to Sections 3.08 and 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all assumptions, modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, promptly execute furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents furnished (each of which shall be prepared by the Master Servicer or the Special Servicer that are Servicer, as applicable) necessary or appropriate to enable them it to carry out their its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

Administration of the Mortgage Loans. (a) All The General Master Servicer shall be the Master 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 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 Loans and Administered REO Properties are to Properties. The Co-op Master Servicer shall be serviced and administered by the Master Servicer and/or 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 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 hereunderwith 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 and REO Properties and shall render such incidental services as are required of such Special Servicer with respect to such of the Co-op Trust Assets as constitute Performing Mortgage Loans. (b) Each of the Master Servicer Servicers and the Special Servicer Servicers shall service and administer the Serviced Mortgage Loans and Administered any 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 the XX Xxxx Loan Group, for the benefit of the Certificateholders and the related XX Xxxx Non-Trust Mortgage Loan Noteholdersas a collective whole), 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 respective Serviced Mortgage Loans Agreement and any and all related intercreditor, co-lender or similar agreements (including with respect to performing the duties of the holders of the respective Mortgage Loans thereunder Loan Documents (to and, in the extent not inconsistent with this Agreement and to case of each A/B Loan Pair, the extent consistent with the Servicing Standard)related A/B Intercreditor Agreement); 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 as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting Subject to 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. (b) Subject to Sections 3.01(a), Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by Section 3.22 of this Agreement, or through subservicers)Sub-Servicers, to do or cause to be done any and all things in connection with the such servicing and administration contemplated by Section 3.01(a) that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, (with respect to each of the Serviced those Performing Mortgage Loans that it is obligated to service hereunderand administer pursuant to this Agreement) and Special Servicer (with respect to Specially Serviced Mortgage Loans that it is obligated to service and administer pursuant to this Agreement), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee and each XX Xxxx Non-Trust Mortgage Loan Noteholder to execute and deliver, on behalf of the Certificateholders, any affected B Loan Holder and the Trustee and the XX Xxxx Non-Trust Mortgage Loan Noteholders or any of them, : (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) in accordance with the Servicing Standard and subject to Sections 3.20, Section 6.11 and Section 6.11A (taking account of Section 6.11(b) and Section 6.11A(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge discharge, or of assignment, partial or full defeasance and all other comparable instruments; and (iviii) subject to Sections 3.08, 3.20 and 3.24, any and all instruments that such party may be required to execute on behalf of the Trustee in connection with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreementassumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of the a Servicing Officer of any Master Servicer or the Special Servicer, promptly execute furnish, or cause to be so furnished, to such Master Servicer or Special Servicer, as appropriate, any limited powers of attorney and other documents furnished (each of which shall be prepared by the such Master Servicer or the Special Servicer that are Servicer, as applicable) necessary or appropriate to enable them it to carry out their its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the any Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the XX Xxxx Loan Pairs are subject to the terms and conditions of the XX Xxxx Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the XX Xxxx Co-Lender Agreement, including with respect to: (i) the allocation of collections on or in respect of the XX Xxxx Loan Group in accordance with Section 4.01 of the XX Xxxx Co-Lender Agreement, (ii) the making of payments to the "Lenders" in accordance with Section 4.02 of the XX Xxxx Co-Lender Agreement, (iii) the purchase of any XX Xxxx Trust Mortgage Loan by a XX Xxxx Non-Trust Mortgage Loan Noteholder or its designee in accordance with Section 5.01 of the XX Xxxx Co-Lender Agreement, and (iv) the right of the XX Xxxx Non-Trust Mortgage Loan Noteholders to cure certain events of default occurring with respect to the XX Xxxx Trust Mortgage Loans in accordance with Section 5.02 of the XX Xxxx Co-Lender Agreement. If the XX Xxxx Trust Mortgage Loans are no longer part of the Trust Fund, then (subject to the next paragraph) the servicing and administration of the XX Xxxx Loan Group are to be governed by a separate servicing agreement and not by this Agreement. Upon the request of the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if the XX Xxxx Loan Group is then being specially serviced hereunder, the Special Servicer shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall (as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement) contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the XX Xxxx Loan Group and the XX Xxxx Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If at any time, with respect to the XX Xxxx Loan Group, neither the XX Xxxx Trust Mortgage Loans nor any XX Xxxx REO Property is an asset of the Trust Fund, and if a separate servicing agreement with respect to the XX Xxxx Loan Pairs or any related REO Property, as applicable, has not been entered into as contemplated by Section 3.01 of the XX Xxxx Co-Lender Agreement, and notwithstanding that neither the XX Xxxx Trust Mortgage Loans (in whole or in part) nor any XX Xxxx REO Property is an asset of the Trust Fund, then, unless directed otherwise by the then current holders of the Mortgage Notes for the XX Xxxx Loan Group, the Master Servicer and, if applicable, the Special Servicer shall continue to service and administer the XX Xxxx Loan Group and/or any XX Xxxx REO Property, for the benefit of the respective holders of the XX Xxxx Loan Group, under this Agreement as if the XX Xxxx Loan Group or any related REO Property were the sole assets subject hereto, with certain references in this Agreement applicable to the Trust, the Trustee and/or the Certificateholders (or any subgroup thereof) or any representative of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the then current holders of the Mortgage Notes for the XX Xxxx Trust Mortgage Loans. (d) The parties hereto acknowledge that the Sangertown Square Loan Pair is subject to the terms and conditions of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of the "Lenders" under the Sangertown Square Co-Lender and Servicing Agreement, including with respect to: (i) the allocation of collections on or in respect of the Sangertown Square Loan Pair in accordance with the related loan documents and Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement; and (ii) the making of payments to the "Lenders" in accordance with Section 4.01 of the Sangertown Square Co-Lender and Servicing Agreement. The parties hereto further acknowledge that: (a) pursuant to the Sangertown Square Co-Lender and Servicing Agreement, the Sangertown Square Loan Pair is to be serviced and administered by the Sangertown Square Servicers in accordance with the Sangertown Square Servicing Agreement, which term includes any successor agreement contemplated under the Sangertown Square Co-Lender and Servicing Agreement, (b) the obligations of the Master Servicer with respect to the Sangertown Square Trust Mortgage Loan are only as expressly set forth in this Agreement, (c) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to monitor or supervise, and shall not be liable for, the performance of the Sangertown Square Servicers other than as expressly set forth in this Agreement, and (d) none of the Master Servicer, the Trustee or the Fiscal Agent have any obligation to make Servicing Advances with respect to the Sangertown Square Loan Pair. (e) The relationship of each of the Master Servicer Servicers and the Special Servicer Servicers to the Trustee and and, unless they are the XX Xxxx Non-Trust Mortgage Loan Noteholders same Person, each other under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent. (d) In the event that there shall occur an A/B Material Default with respect to any A/B Loan Pair, and for so long as such A/B Material Default shall be continuing, the Master Servicer and/or the Special Servicer, as applicable, shall be obligated to service, subject to the terms and conditions of the related A/B Intercreditor Agreement, the related B Loan, on behalf of the related B Loan Holder, and all references herein to "Mortgage Loan" (and, if the related A Loan is a Specially Serviced Loan, all references herein to "Specially Serviced Loan"), other than provisions pertaining to the making of Advances, shall include a B Loan that is being serviced under this Agreement.