Common use of Administration of the Mortgage Loans Clause in Contracts

Administration of the Mortgage Loans. The Master Servicer shall service and administer the Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans it is obligated to service pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Master Servicer in its reasonable judgment) in accordance with applicable law, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: (1) with the same care, skill and diligence as is normal and usual in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higher, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection of all principal and interest and other amounts due and payable under the Mortgage Loans or, if applicable, the Companion Loans and the AB Mortgage Loan as a collective whole, taking into account the subordination of the Companion Loans, as applicable, and without regard to: (1) any relationship that the Master Servicer or any Affiliate of the Master Servicer may have with any Mortgagor; (2) the ownership of any Certificate by the Master Servicer or any Affiliate of the Master Servicer; (3) the Master Servicer's obligation to make Advances and (4) the adequacy of the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer Servicing Standards").

Administration of the Mortgage Loans. The (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans it that each is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and Trustee, for the benefit of the Certificateholders andCertificateholders, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Master Servicer in its reasonable judgment) in accordance with any and all applicable lawlaws, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, to the extent consistent with the foregoing, in accordance with the higher Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Mortgage Loans that are not Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and REO Property and shall render such services with respect to all Mortgage Loans and REO Properties as are specifically provided for herein. All references herein to the respective duties of the following standards 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 Section 3.01(a), the Master Servicer and the Special Servicer, subject to Section 6.11, each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of care: (1) with the same careforegoing, skill each of the Master Servicer and diligence as is normal and usual the Special Servicer, in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higherown name, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection each of all principal and interest and other amounts due and payable under the Mortgage Loans orit is obligated to service hereunder, if applicableis hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20, any and all modifications, 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, and all other comparable instruments. Subject to Section 3.10, the Companion Loans and Trustee shall, at the AB Mortgage Loan as a collective whole, taking into account the subordination written request of the Companion Loans, as applicable, and without regard to: (1) any relationship that the Master Servicer or any Affiliate of the Special Servicer, promptly furnish, or cause to be so furnished, to the Master Servicer may have with and the Special Servicer any Mortgagorlimited powers of attorney and other documents necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; (2) provided, however, that the ownership Trustee shall not be held liable for any misuse of any Certificate such power of attorney by the Master Servicer or any Affiliate the Special Servicer. (c) The relationship of each of the Master Servicer; (3) Servicer and the Master Servicer's obligation Special Servicer to make Advances the Trustee under this Agreement is intended by the parties to be that of an independent contractor and (4) the adequacy not that of the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder a joint venture, partner or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer Servicing Standards")agent.

Administration of the Mortgage Loans. The (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans it that each is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and Fund, for the benefit of the Certificateholders andCertificateholders, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Master Servicer in its reasonable judgment) in accordance with any and all applicable lawlaws, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, to the extent consistent with the foregoing, in accordance with the higher Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Mortgage Loans that are not Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and REO Property and shall render such services with respect to all Mortgage Loans and REO Properties as are specifically provided for herein. All references herein to the respective duties of the following standards 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 Section 3.01(a) and the terms of care: (1) this Agreement, the Master Servicer and the Special Servicer, subject to Section 6.09, each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the same caregenerality of the foregoing, skill each of the Master Servicer and diligence as is normal and usual the Special Servicer, in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higherown name, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection each of all principal and interest and other amounts due and payable under the Mortgage Loans orit is obligated to service hereunder, if applicableis hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20, any and all modifications, 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, and all other comparable instruments. Subject to Section 3.10, the Companion Loans and Trustee shall, at the AB Mortgage Loan as a collective whole, taking into account the subordination written request of the Companion Loans, as applicable, and without regard to: (1) any relationship that the Master Servicer or the Special Servicer, promptly execute any Affiliate limited powers of the Master Servicer may have with any Mortgagor; (2) the ownership of any Certificate 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. The Master Servicer shall indemnify the Trustee for any Affiliate reasonable costs, fees, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse by the Master Servicer of such powers of attorney. (c) The relationship of each of the Master Servicer; Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a partner or agent or one that would constitute a joint venture. (3d) Notwithstanding anything to the Master Servicer's obligation contrary herein, except as provided in the Xxxxxxxxx Tower Agreement, Sections 3.01 through 3.22 and Section 3.24 hereof will not apply to make Advances the Xxxxxxxxx Tower Loan and (4) Sections 3.01 through 3.03, 3.07 through 3.10, 3.12 through 3.18 and 3.20 through 3.24 hereof will not apply to the adequacy of Xxxxxxxxx Senior Interest. The Xxxxxxxxx Tower Loan shall be serviced in accordance with the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer Servicing Standards")Xxxxxxxxx Tower Agreement.

Administration of the Mortgage Loans. The Master Each of the Servicer and the Special Servicer shall diligently service and administer the Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans it is obligated to service pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests and the Loan REMIC Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment) in accordance with applicable law, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill skill, prudence and diligence with which the Servicer or Special Servicer, as is normal the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual in its standards of practice of prudent institutional, multifamily and commercial mortgage loan servicers servicing activities on behalf of third-parties or on behalf of itself, whichever is higher, with respect to mortgage loans that are comparable to the Mortgage Loans, for third parties and (2) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by the Servicer or the Special Servicer, as the case may be, with a view to the maximization of timely collection recovery of all principal and interest and other amounts due and payable under on a net present value basis on the Mortgage Loans or, if applicable, the Companion Loans and the AB or Specially Serviced Mortgage Loan as a collective whole, taking into account the subordination of the Companion Loans, as applicable, and the best interests of the Trust and the Certificateholders, as determined by the Servicer or the Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (1i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, or any other parties to this Agreement; (2ii) the ownership of any Certificate by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or Special Servicer, as applicable; (3iii) the Master Servicer's obligation to make Advances and Advances; (4iv) the adequacy of the Master Servicer's or Special Servicer's, as the case may be, right to receive compensation payable to it for its services and reimbursement for its costs hereunder or with respect to any particular transaction transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicer or Special Servicer; (vi) any obligation of the Servicer or any of its affiliates (in their capacity as a Mortgage Loan Seller) to cure a breach of a representation or warranty or repurchase the Mortgage Loan and (vii) any other debt the Servicer, the Special Servicer or any of their Affiliates has extended to any Borrower or any affiliate of such Borrower (the foregoing, collectively referred to as the "Master Servicer Servicing Standards"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans as to which a Servicing Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer shall be obligated to service and administer all Mortgage Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12.

Administration of the Mortgage Loans. The (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans it that each is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and Fund, for the benefit of the Certificateholders andCertificateholders, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Master Servicer in its reasonable judgment) in accordance with any and all applicable lawlaws, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, to the extent consistent with the foregoing, in accordance with the higher Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Mortgage Loans that are not Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and REO Property and shall render such services with respect to all Mortgage Loans and REO Properties as are specifically provided for herein. All references herein to the respective duties of the following standards 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) and 6.09, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of care: (1) with the same careforegoing, skill each of the Master Servicer and diligence as is normal and usual the Special Servicer, in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higherown name, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection each of all principal and interest and other amounts due and payable under the Mortgage Loans orit is obligated to service hereunder, if applicableis hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20, any and all modifications, 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, and all other comparable instruments. Subject to Section 3.10, the Companion Loans and Trustee shall, at the AB Mortgage Loan as a collective whole, taking into account the subordination written request of the Companion Loans, as applicable, and without regard to: (1) any relationship that the Master Servicer or the Special Servicer, promptly execute any Affiliate limited powers of the Master Servicer may have with any Mortgagor; (2) the ownership of any Certificate attorney and other documents furnished by the Master Servicer or any Affiliate the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder. (c) The relationship of each of the Master Servicer; (3) Servicer and the Master Servicer's obligation Special Servicer to make Advances the Trustee under this Agreement is intended by the parties to be that of an independent contractor and (4) the adequacy not that of the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder a joint venture, partner or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer Servicing Standards")agent.

Administration of the Mortgage Loans. The Master Each of the Servicers and the Special Servicer shall diligently service and administer the applicable Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Serviced Companion Loans it is obligated to service pursuant to this Agreement as an independent contractor (which Mortgage Loans specifically exclude the Non-Serviced Mortgage Loans) on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Uncertificated Lower-Tier Interests, the Class A-MFL Regular Interest and the Class A-JFL Regular Interest) (and, in the case of the Serviced Whole Loans, the holders of the related Serviced Companion Loans, as a collective whole, taking into consideration that the Serviced B Note is subordinate to the related Mortgage Loan REMIC Regular Interests and any related Serviced Pari Passu Loan) and the Trustee (as holder of the Uncertificated Lower-Tier Interests) and, in the case of each Serviced Whole Loan, on behalf of the holders of any related Serviced Companion Loan (as a collective whole, taking into account consideration that the subordination of Serviced B Note is subordinate to the Companion Loans related Mortgage Loan and any related Serviced Pari Passu Loan) (as determined by the Master applicable Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment) in accordance with applicable law, the terms of this Agreement (and with respect to each Loan PairAgreement, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event case of a conflict between this Agreement and the related Intercreditor Agreementeach Serviced Whole Loan, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause related Serviced Companion Loan and the Master Servicer to violate the Master Servicer Servicing Standardrelated Co-Lender Agreement, and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the same care, skill skill, prudence and diligence with which the applicable Servicer or Special Servicer, as is normal the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual in its standards of practice of prudent institutional, multifamily and commercial mortgage lenders servicing activities on behalf of third-parties or on behalf of itself, whichever is higher, with respect to their own mortgage loans that are comparable to the Mortgage Loans, and (2) the same care, skill, prudence and diligence with which the applicable Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by such Servicer or the Special Servicer, as the case may be, with a view to the maximization of timely collection recovery of all principal and interest and other amounts due and payable under on a net present value basis on the Mortgage Loans or(and, if applicablein the case of any Serviced Whole Loan, the any related Serviced Companion Loans and the AB Mortgage Loan Loans, as a collective whole, taking into account consideration that the subordination of Serviced B Note is subordinate to the Companion related Mortgage Loan and any related Serviced Pari Passu Loan) or Specially Serviced Mortgage Loans, as applicable, and the best interests of the Trust and the Certificateholders and, in the case of each Serviced Whole Loan, on behalf of the holders of any related Serviced Companion Loans (as a collective whole, taking into consideration that the Serviced B Note is subordinate to the related Mortgage Loan and any related Serviced Pari Passu Loan), as determined by the applicable Servicer or the Special Servicer, as the case may be, in its reasonable judgment, but without regard to: (1i) any relationship that either Servicer, the Master Special Servicer or any Affiliate of either Servicer or the Master Special Servicer may have with any Mortgagor, any Mortgage Loan Seller, any holder of Additional Debt, or any other parties to this Agreement; (2ii) the ownership of any Certificate or any Serviced Companion Loan Securities by either Servicer, the Master Special Servicer or any Affiliate of the Master either Servicer or Special Servicer, as applicable; (3iii) the Master Servicer's obligation to make Advances and Advances; (4iv) the adequacy of Servicers' or Special Servicer's, as the Master Servicer's case may be, right to receive compensation payable to it for its services and reimbursement for its costs hereunder or with respect to any particular transaction transaction; (v) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Servicers or Special Servicer or any affiliate of either Servicer or Special Servicer, as applicable; and (vi) any debt (including, without limitation, any mezzanine financing) that the Servicers or Special Servicer or any affiliate of either Servicer or Special Servicer, as applicable has extended to any Mortgagor (the foregoing, collectively referred to as the "Master Servicer Servicing StandardsStandard"). Without limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans) as to which a Servicing Transfer Event has occurred and is continuing and the Serviced Companion Loan as to which a Servicing Transfer Event with respect to the related Mortgage Loan has occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the applicable Servicer shall continue to receive payments, make all calculations, maintain all accounts (other than the Interest Reserve Account and the REO Account) and prepare, or cause to be prepared, all reports to the Trustee required hereunder with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are specifically provided for herein; provided, further, however, that the applicable Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to such Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Mortgage Loan shall continue as such until satisfaction of the conditions specified in Section 3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicers shall be obligated to service and administer all Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans which are not Specially Serviced Mortgage Loans; provided, that the Special Servicer shall make the inspections, use its reasonable efforts to collect the statements and shall prepare the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Mortgage Loans in accordance with Section 3.12. The parties hereto acknowledge that each Non-Serviced Mortgage Loan and any related Mortgaged Property are being serviced and administered by the related Non-Serviced Mortgage Loan Servicer under the related Non-Serviced Mortgage Loan Pooling Agreement. The Servicers, the Special Servicer or the Trustee shall have no obligation or authority to supervise such Non-Serviced Mortgage Loan Servicer or the Non-Serviced Mortgage Loan Trustee or (other than with respect to back-up advances made by the Trustee, if any) to make Servicing Advances with respect to such Non-Serviced Mortgage Loan. The obligation of the Servicer to provide information and collections to the Trustee and the Certificateholders with respect to each Non-Serviced Mortgage Loan shall be dependent on its receipt of the corresponding information and collections from the Non-Serviced Mortgage Loan Servicer (upon which the Servicer may conclusively rely).

Administration of the Mortgage Loans. The (a) All of the Serviced Loans and Serviced REO Properties are to be serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Serviced Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans Serviced REO Properties that it is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and Trustee, for the benefit of the Certificateholders and(or, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder on behalf of the related Companion Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests) as a collective wholeNoteholders), taking into account the subordination of the Companion Loans (as determined by in the good faith and reasonable judgment of the Master Servicer in its reasonable judgment) or the Special Servicer, as the case may be, in accordance with with: (i) any and all applicable law, laws; (ii) the express terms of this Agreement (and and, with respect to each a Loan PairCombination, the related Intercreditor Co-Lender Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Serviced Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement ; and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, (iii) to the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-Collateralized Group, if any, as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.22, (i) the Master Servicer shall service and administer all of the Performing Serviced Loans and shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and Serviced REO Property and shall render such services with respect to the Performing Serviced Loans as are specifically provided for herein. All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22. (b) Subject to Section 3.01(a) and Section 6.11 (taking account of Section 6.11(b)), the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through sub-servicers, to do or cause to be done any and all things in connection with the servicing and administration contemplated by Section 3.01(a) that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Serviced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and the Trustee and the Companion Loan Noteholders or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the higher Servicing Standard and subject to Section 3.21 and Section 6.11 (taking account of Section 6.11(b)), any and all modifications, extensions, waivers, amendments or consents to or with respect to any documents contained in the following standards related Mortgage File; (iii) any and all instruments of care: satisfaction or cancellation, or of partial or full release or discharge or of assignment, and all other comparable instruments; and (1iv) with the same care, skill any and diligence as is normal and usual in its mortgage servicing activities all instruments that such party may be required to execute on behalf of third-parties the Trustee in connection with the defeasance of a Serviced Loan as contemplated in this Agreement. Subject to Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee's written consent: (i) initiate any action, suit or proceeding solely under the Trustee's name or the Trustee's name on behalf of itselfthe Certificateholders, whichever without indicating the Master Servicer's or Special Servicer's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. (c) The parties hereto acknowledge that the Loan Combinations are subject to the terms and conditions of the applicable Co-Lender Agreement. The parties hereto further recognize the respective rights and obligations of the Loan Combination Trust Mortgage Loan holder, the Pari Passu Companion Loan holder or the Subordinate Companion Loan Noteholder under the applicable Co-Lender Agreement, including with respect to (i) the allocation of collections on or in respect of the Loan Combinations in accordance with the applicable Co-Lender Agreement, (ii) the making of payments to the Loan Combination Trust Mortgage Loan holder, the Pari Passu Companion Loan holder and/or Subordinate Companion Loan Noteholder in accordance with the applicable Co-Lender Agreement, (iii) the purchase of the Loan Combination Trust Mortgage Loans by the related Subordinate Companion Loan Noteholders or (iv) in the case where a Companion Loan Noteholder is higherthe Directing Holder, the right of such Directing Holder to cure a default of the related Mortgagor in accordance with the applicable Co-Lender Agreement. With respect to the Charles River Plaza North Loan Combxxxxxxx and the Encino Courtyard Loan Combination, the related Co-Lender Agreement permits the related Subordinate Companion Loan Noteholder to deliver Reserve Collateral in order to continue to be the Loan Combination Directing Holder in the circumstances specified in accordance with the applicable Co-Lender Agreement. The Special Servicer shall hold all such Reserve Collateral (in an Eligible Account, in the case of cash) in a manner that clearly identifies that it is being held for the benefit of the Certificateholders but, for federal income tax purposes, is beneficially owned by the related Subordinate Companion Loan Noteholder under the applicable Loan Combination. The Special Servicer shall take all actions reasonably necessary to maintain any perfected security interest on the part of the Trust in and to the related Reserve Collateral. In connection with the foregoing, if any letters of credit are furnished as Reserve Collateral with respect to the Charles River Plaza North Loan Combxxxxxxx or the Encino Courtyard Loan Combination, and if (i) the applicable Subordinate Companion Loan Noteholder has not provided a replacement letter of credit at least 30 days before the expiration of the delivered letter of credit or (ii) the long-term unsecured debt rating by any Rating Agency of the issuer of such letter of credit shall fall below "AA" or the short-term unsecured debt rating by each such Rating Agency shall fall below "A-1", then the Special Servicer shall provide written notice of such event to the applicable Subordinate Companion Loan Noteholder, and unless such Subordinate Companion Loan Noteholder shall have replaced such letter of credit within five (5) Business Days of such written notice from the Special Servicer with a letter of credit in form and substance satisfactory to the Special Servicer and the Rating Agencies, the Special Servicer shall draw upon such letter of credit and hold the proceeds thereof as related Reserve Collateral. Upon a Final Recovery Determination with respect to the Charles River Plaza North Loan Combxxxxxxx or the Encino Courtyard Loan Combination, any related Reserve Collateral held by the Special Servicer shall be available to reimburse the Trust for any realized loss of principal and/or interest incurred with respect to the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), up to the maximum amount permitted under the applicable Co-Lender Agreement, together with all other amounts (including, without limitation, Additional Trust Fund Expenses related to the applicable Loan Combination or any related REO Property) reimbursable under the applicable Co-Lender Agreement and this Agreement. To the extent necessary to effect such reimbursement, the Special Servicer shall draw down upon or otherwise liquidate all applicable Reserve Collateral and shall forward the reimbursement payment to the Master Servicer for deposit in the Collection Account. Such reimbursement of payment shall, except for purposes of Section 3.11(b) hereof, constitute "Liquidation Proceeds". The Special Servicer may not release any Reserve Collateral to either the Charles River Plaza North Subordinaxx Xxxxanion Loan holder or the Encino Courtyard Subordinate Companion Loan holder, except as expressly required under the applicable Co-Lender Agreement (including, in connection with a Final Recovery Determination with respect to the related Loan Combination, following the reimbursement of the Trust as contemplated above in this Section 3.01(c)). The arrangement by which any Reserve Collateral is held shall constitute an "outside reserve fund" within the meaning of Treasury regulations section 1.860G-2(h) and such property (and the right to reimbursement of any amounts with respect thereto) shall be beneficially owned by the applicable Subordinate Companion Loan Noteholder, who shall be taxed on all income with respect thereto. As compensation for maintaining any Reserve Collateral, the Special Servicer will be entitled to any interest or other income earned, and will be responsible for any losses on investments, with respect to mortgage loans that are comparable such Reserve Collateral in the same manner as it is entitled to investment income, and is responsible for losses incurred, with respect to investments of funds in an REO Account. Notwithstanding the foregoing, if, at such time as any Serviced Loan Combination Trust Mortgage Loan shall no longer be part of the Trust Fund and a separate servicing agreement with respect to the related Loan Combination has not been entered into in accordance with the terms of the related Co-Lender Agreement, then, until such time as a separate servicing agreement is entered into and any required Rating Agency Confirmation is obtained, and notwithstanding that such Serviced Loan Combination Trust Mortgage LoansLoan is no longer part of the Trust Fund, (2) with a view to the timely collection of all principal and interest and other amounts due and payable under the Mortgage Loans orMaster Servicer and, if applicable, the Companion Loans Special Servicer shall continue to service such Loan Combination or any related Loan Combination REO Properties, as the case may be, under this Agreement as if it were a separate servicing agreement (without, subject to the applicable Co-Lender Agreement, any obligation of the Master Servicer, Special Servicer or Trustee to make any Advance on such Serviced Loan Combination Trust Mortgage Loan that is no longer part of the Trust Fund), for the benefit of each holder of a Loan in such Loan Combination, and under any related Co-Lender Agreement, with: (i) such Loan Combination and the AB related Loan Combination Mortgaged Properties constituting the sole assets thereunder; and (ii) references to the "Trustee," "Trust," "Certificateholders" (or any sub group thereof) and the "Controlling Class Directing Holder" being construed to refer to the new holder of the Serviced Loan Combination Trust Mortgage Loan as a collective whole, taking into account that is no longer included in the subordination Trust Fund under the applicable Co-Lender Agreement. (d) The relationship of the Companion Loans, as applicable, and without regard to: (1) any relationship that the Master Servicer or any Affiliate each of the Master Servicer may have with any Mortgagor; (2) and the ownership of any Certificate Special Servicer to the Trustee and the Companion Loan Noteholders under this Agreement is intended by the Master Servicer parties to be that of an independent contractor and not that of a joint venturer, partner or any Affiliate of the Master Servicer; (3) the Master Servicer's obligation to make Advances and (4) the adequacy of the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer Servicing Standards")agent.

Administration of the Mortgage Loans. The (a) Each of the Master Servicer and the Special Servicer shall service and administer the Mortgage Loans (other than the Somerset Collection Mortgage Loan, which will be serviced pursuant to the LB-UBS 2004-C2 PSA) and the Companion Loans it that each is obligated to service and administer pursuant to this Agreement as an independent contractor on behalf of the Trust and in the best interests of and Trustee, for the benefit of the Certificateholders andCertificateholders, in the case of the Companion Loans, the Companion Holder and the Trustee (as holder of the Loan REMIC Regular Interests and the Uncertificated Lower-Tier Interests) as a collective whole, taking into account the subordination of the Companion Loans (as determined by the Master Servicer in its reasonable judgment) in accordance with any and all applicable lawlaws, the terms of this Agreement (and with respect to each Loan Pair, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans. With respect to each Loan Pair, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement shall control; provided, in no event shall the Master Servicer take any action in accordance with the terms of the Intercreditor Agreement that would cause the Master Servicer to violate the Master Servicer Servicing Standard, to the extent consistent with the foregoing, in accordance with the higher Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Mortgage Loans that are not Specially Serviced Mortgage Loans, and (ii) the Special Servicer shall service and administer each Specially Serviced Mortgage Loan and REO Property and shall render such services with respect to all Mortgage Loans and REO Properties as are specifically provided for herein. All references herein to the respective duties of the following standards 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 Section 3.01(a), the Master Servicer and the Special Servicer, subject to Section 6.11, each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of care: (1) with the same careforegoing, skill each of the Master Servicer and diligence as is normal and usual the Special Servicer, in its mortgage servicing activities on behalf of third-parties or on behalf of itself, whichever is higherown name, with respect to mortgage loans that are comparable to the Mortgage Loans, (2) with a view to the timely collection each of all principal and interest and other amounts due and payable under the Mortgage Loans orit is obligated to service hereunder, if applicableis hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and the Trustee or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20, any and all modifications, 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, and all other comparable instruments. Subject to Section 3.10, the Companion Loans and Trustee shall, at the AB Mortgage Loan as a collective whole, taking into account the subordination written request of the Companion Loans, as applicable, and without regard to: (1) any relationship that the Master Servicer or the Special Servicer, promptly execute any Affiliate limited powers of the Master Servicer may have with any Mortgagor; (2) the ownership of any Certificate 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 Affiliate misuse of any such power of attorney by the Master Servicer or the Special Servicer. (c) The relationship of each of the Master Servicer; (3) Servicer and the Master Servicer's obligation Special Servicer to make Advances the Trustee under this Agreement is intended by the parties to be that of an independent contractor and (4) the adequacy not that of the Master Servicer's right to receive compensation payable to it and reimbursement for its costs hereunder a joint venture, partner or with respect to any particular transaction (the foregoing, collectively referred to as the "Master Servicer Servicing Standards")agent.