Common use of Administration of the Serviced Loans Clause in Contracts

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder, as a collective whole (and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan), in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel Pari Passu Whole Loan, Hilton Anatole Pari Passu Whole Loan, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center A/B Whole Loan, One Park Avenue Pari Passu Whole Loan, Pacifica Tower A/B Whole Loan and Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan, is subject tx xxx xxxxx xnd conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) the respective rights and obligations of the "Lenders" under the ChampionsGate Hotel Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the ChampionsGate Hotel Intercreditor Agreement; (ii) the respective rights and obligations of the "Lenders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 of the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio Intercreditor Agreement.

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder, Holder(s) (as a collective whole (and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loanany Subordinate Interest(s), ) in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans and, and in the case of a Serviced Whole Loan, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Serviced Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, that the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Serviced Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, and if a Serviced Whole Loan is affected, the related Companion Loan HolderHolder(s), the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel Pari Passu Whole Loan, Hilton Anatole Pari Passu Whole Loan, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center A/B Whole Loan, One Park Avenue Pari Passu Whole Loan, Pacifica Tower A/B Whole Loan and Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan, is subject tx xxx xxxxx xnd conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) the respective rights and obligations of the "Lenders" under the ChampionsGate Hotel Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the ChampionsGate Hotel Intercreditor Agreement; (ii) the respective rights and obligations of the "Lenders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 of the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio Intercreditor Agreement.

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder, as a collective whole (and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related A/B Companion Loan), ) in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d)3.32, initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel Pari Passu Beacon Seattle & DC Portfolio Whole Loan, Hilton Anatole Pari Passu Whole Loan, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center A/B Whole Loan, the One Park Avenue Pari Passu Whole Loan, Pacifica Tower A/B the 575 Lexington Avenue Pari Passu Whole Loan and Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan, the Parkway Chevrolet-Toxxxxx X/X Xxxxx Xxxx is subject tx xxx xxxxx xnd to the terms and conditions of the related Intercreditor Agreement. The parties hereto further recognize: recognize (i) the respective rights and obligations of the "LendersHolders" under the ChampionsGate Hotel Beacon Seattle & DC Portfolio Intercreditor AgreementAgreements, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Beacon Seattle & DC Portfolio Whole Loan and the making of payments to the "LendersHolders" in accordance with Section 3.2 Sections 3 and 8 of the ChampionsGate Hotel Beacon Seattle & DC Portfolio Pari Passu Intercreditor Agreement; Agreements and Sections 2 and 3 of the Beacon Seattle & DC Portfolio A/B Intercreditor Agreements, (ii) the respective rights and obligations of the "Lenders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "LendersHolders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "LendersHolders" in accordance with Sections 1(a) and Section 1(b) of the One Park Avenue Intercreditor Agreement; , (viiii) the respective rights and obligations of the "Holders" under the Pacifica Tower 575 Lexington Avenue Intercreditor Agreement, including with respect to xxx xxxxxxxxxx xx xollections on or in respect of the 575 Lexington Avenue Pari Passu Whole Loan and the making of payments tx xxx "Xxxxxxx" xx xccordance with Section 1(b) of the 575 Lexington Avenue Intercreditor Agreement and (iv) the respective rixxxx xxx xxxxxxxxxxx of the "Holders" under the Parkway Chevrolet-Tomball Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B Parkway Chevrolet-Tomball Pari Passu Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 Section (4) of the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio Parkway Chevrolet-Tomball Intercreditor Agreement.

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder, as a collective whole (and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan), in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, the Master Servicer shall continue to collect information and prepare all reports to the Trustee and the Certificate Administrator required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections Section 3.08 and Section 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the Certificate Administrator and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel Sawgrass Mills Whole Loan, the Arundel Mills Pari Passu Whole Loan, Hilton Anatole the Smith Baxxxx Building Pari Passu Whole Xxxx, xxx Green Oak Village Placx X/X Xxxxx Loan, JQH Hotel the West Hartford Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center A/B Whole Loan, One Park Avenue the CVS Portfolio Pari Passu Whole Loan, Pacifica Tower A/B the CVS Portfolio Texas Pari Passu Whole Loan and Rockwood Ross Multifamily Portfolio the CVS - Gulfport Pari Passu Whole Loan, is subject tx xxx xxxxx xnd to the terms and conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) the respective rights and obligations of the "Noteholders" under the Sawgrass Mills Intercreditor Agreement, including with respect to the allocation xx xollections on or in respect of the Sawgrass Mills Whole Loan and the making of payments to the "Noteholders" in accxxxxxce with Sections 3 and 4 of the Sawgrass Mills Intercreditor Agreement; (ii) the respective rights and obligatioxx xx the "Lenders" under the ChampionsGate Hotel Arundel Mills Intercreditor Agreement, including with respect to the allocation xx xollections on or in respect of the Arundel Mills Pari Passu Whole Loan and the making of payments to the "Lenders" xx xxxxxxance with Sections 1(a) and 1(b) of the Arundel Mills Intercreditor Agreement; (iii) the respective rights and obligatixxx xf each of the "Holders" under the Smith Barney Building Intercreditor Agreement, including with respect tx xxx xxxxxxtion of collections on or in respect of the Smith Barney Building A/B Whole Loan and the making of payments to each xx xxx "Xxxders" in accordance with Sections 3 and 4 of the Smith Barney Building Intercreditor Agreement; (iv) the respective righxx xxx xxxxxations of each of the "Holders" under the Green Oak Village Place Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Green Oak Village Place A/B Whole Loan and the making of payments to each of the "LendersHolders" in accordance with Section 3.2 Sections 3 and 4 of the ChampionsGate Hotel Green Oak Village Place Intercreditor Agreement; (iiv) the respective rights and obligations of each of the "LendersHolders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel West Hartford Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel West Hartford Portfolio Pari Passu A/B Whole Loan and the making of payments to each of the "LendersHolders" in accordance with Section 3.2 Sections 3 and 4 of the JQH Hotel West Hartford Portfolio Intercreditor Agreement; (ivvi) the respective rights and obligations of each the "HolderLenders" under the Metropolis Shopping Center CVS Portfolio Louisiana Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue CVS Portfolio Louisiana Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue CVS Portfolio Louisiana Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 of the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio Intercreditor Agreement.;

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and, in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder, as a collective whole (and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan), in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, the Master Servicer shall continue to collect information and prepare all reports to the Trustee and the Certificate Administrator required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections Section 3.08 and Section 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d)3.28, initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and the Certificate Administrator and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel 600 West Chicago Pari Passu Whole Loan, Hilton Anatole Pari Passu Whole Loanthe Capitol Square Office Buildixx X/X Xxxxx Xxxn, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping the AmSouth Center - Shreveport A/B Whole Loan, One Park Avenue Pari Passu Whole Loan, Pacifica Tower the Augusta Woods A/B Whole Loan and Rockwood Ross Multifamily Portfolio Pari Passu the Viking Plaza A/B Whole Loan, is subject tx subxxxx xx xxx xxxxx xnd xerms and conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) the respective rights and obligations of the "Lenders" under the ChampionsGate Hotel 600 West Chicago Intercreditor Agreement, including with respect to the xxxxxxxxxx xx xxllections on or in respect of the 600 West Chicago Pari Passu Whole Loan and the making of payments to the "Xxxxxxx" xx xxcordance with Section 1(a) and 1(b) of the 600 West Chicago Intercreditor Agreement; (ii) the respective rights and xxxxxxxxxxx xx each of the "Lenders" under the Capitol Square Office Building Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Capitol Square Office Building Whole Loan and the making of payments to each of the "Lenders" in accordance with Section 3.2 Sections 3 and 4 of the ChampionsGate Hotel Capitol Square Office Building Intercreditor Agreement; (iiiii) the respective rights and obligations of each of the "Lenders" under the Hilton Anatole AmSouth Center - Shreveport Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu AmSouth Center - Shreveport A/B Whole Loan and the making of payments to each of the "LenderxLenders" xx xxxxxxance in accordance with Sections 1(a) 3 and 1(b) 4 of the Hilton Anatole AmSouth Center - Shreveport Intercreditor Agreement; (iiiiv) the respective rights and obligations of each of the "Lenders" under the JQH Hotel Portfolio Augusta Woods Intercreditor Agreement, including with respect to the allxxxxxxx xx xxllections on or in respect of the Augusta Woods A/B Whole Loan and the making of payments to each of the "Xxxxxxx" xx xccordance with Sections 3 and 4 of the Augusta Woods Intercreditor Agreement; and (v) the respective rights and xxxxxxxxxxx of each of the "Lenders" under the Viking Plaza Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center Viking Plaza A/B Whole Loan and the making of payments to each of the "HolderLenders" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 of the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio Viking Plaza Intercreditor Agreement.

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and(or, in the case of a Serviced Whole Loanany Loan Combination, on behalf for the benefit of the Certificateholders and the related Companion Non-Trust Loan HolderNoteholder(s), as a collective whole (andtaking into consideration, in the case of a Serviced Whole the Wimbledon Place Apartments Loan that is an A/B Whole LoanCombination, taking into account the subordination of the Wimbledon Place Apartments Non-Trust Loan as set forth in the related Companion LoanCo-Lender Agreement), in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans andand any and all intercreditor, in the case of a Serviced Whole Loan, the related Intercreditor Agreement, co-lender and similar agreements and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. With respect to each Loan Combination, in the event of a conflict between this Agreement and the related Co-Lender Agreement, such Co-Lender Agreement shall control; provided, however, that in no event shall the Master Servicer or the Special Servicer take any action or omit to take any action in accordance with the terms of any Co-Lender Agreement that would cause such servicer to violate the Servicing Standard, applicable law, the Grantor Trust Provisions or the REMIC Provisions. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans that are not Specially Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Specially Serviced Loan (other than a Corrected and REO Property and shall render such services with respect to all Serviced Loan) Loans and REO Properties as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Propertyare specifically provided for herein; provided, however, provided that the Master Servicer shall continue to collect information receive payments, make all calculations, and prepare prepare, or cause to be prepared, all reports to the Trustee required hereunder with respect to any the Specially Serviced Loans 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 any related REO Loans), as if no REO Acquisition had occurred, and further to render such incidental services with respect to any such Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, provided further, however, that the Master Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The provide sufficient information to the Master Servicer shall not, on behalf 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 TrustMaster Servicer and the Special Servicer, obtain title and to a Mortgaged Propertythe areas in which they may exercise discretion, shall be subject to Section 3.21. (b) Subject to Section 3.01(a) ), Section 6.11 and Section 6.12, the Master Servicer and the Special Servicer each shall each have full power and authority, acting alone (or, pursuant to Section 3.22, through one or through more Sub-Servicers), to do or cause to be done any and all things in connection with such servicing and administration that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans)Servicer, in its own name or in the name name, with respect to each of the TrusteeServiced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and, pursuant to the any Co-Lender Agreement, by the related Non-Trust Loan Noteholder(s), to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan HolderCertificateholders, the Trustee and each such Non-Trust Loan Noteholder or any of them: , (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel Pari Passu Whole Loan, Hilton Anatole Pari Passu Whole Loan, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center A/B Whole Loan, One Park Avenue Pari Passu Whole Loan, Pacifica Tower A/B Whole Loan and Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan, is subject tx xxx xxxxx xnd conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) the respective rights and obligations of the "Lenders" under the ChampionsGate Hotel Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the ChampionsGate Hotel Intercreditor Agreement; (ii) the respective rights and obligations of the "Lenders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 of the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio Intercreditor Agreement.,

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and, in the case of a the Serviced Whole Loan, on behalf of the related Companion Loan Holder, One Stamford Forum Note B Holder (as a collective whole (and, in the case of a Serviced Whole Loan that is an A/B Whole Loan, taking into account the subordination of the related Companion Loan), One Stamford Forum Note B) in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans and, and in the case of a the Serviced Whole Loan, the related Intercreditor Agreement, and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, and (y) each REO Property; provided, however, that the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Serviced Loans), and further to render such incidental services with respect to any Specially Serviced Loans and REO Properties as are specifically provided for herein; and provided, further, that the Special Servicer shall render such incidental services with respect to Performing Serviced Loans as are specifically provided for herein. The Master Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged Property. (b) Subject to Section 3.01(a) the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration that it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Serviced Loans), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders and, and if a the Serviced Whole Loan is affected, the related Companion Loan One Stamford Forum Note B Holder, the Trustee or any of them: (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; (ii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments; and (iii) subject to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consents. Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, any limited powers of attorney and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as applicable) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, or (ii) take any action with the intent to cause, and that actually does cause, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (d) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturer, partner or agent. (e) The parties hereto acknowledge that each of the ChampionsGate Hotel Pari Passu Whole Loan, Hilton Anatole Pari Passu Whole Loan, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center A/B Whole Loan, One Park Avenue Pari Passu Whole Loan, Pacifica Tower A/B Whole Stamford Forum Note A Mortgage Loan and Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan, is subject tx xxx xxxxx xnd to the terms and conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) recognize the respective rights and obligations of the "Lenders" under the ChampionsGate Hotel Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the ChampionsGate Hotel Intercreditor Agreement; (ii) the respective rights and obligations of the "Lenders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower One Stamford Forum Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower A/B One Stamford Forum Whole Loan and the making of payments to the "Holders" in accordance with Sections 3 and 4 of the Pacifica Tower One Stamford Forum Intercreditor Agreement; and (vii) . In the respective rights and obligations event that a Mortgage Loan included in the Serviced Whole Loan is no longer part of the "Noteholders" under Trust Fund and the Rockwood Ross Multifamily Portfolio Intercreditor servicing and administration of such Whole Loan is to be governed by a separate servicing agreement and not by this Agreement, including xxxx xxxxxxx as contemplated by Section 6 of the One Stamford Forum Intercreditor Agreement the Master Servicer and, if such Whole Loan 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 allocation Master Servicer and/or the Special Servicer, as the case may be, and shall contain servicing and administration, limitation of collections on or in respect liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the Rockwood Ross Multifamily Portfolio Pari Passu fact that such Whole Loan and the makinx xx xxxxxxxx to related Mortgaged Properties shall be the "Noteholders" in accordance with Section 3.2 sole assets serviced and administered thereunder and the sole source of the Rockwood Ross Multifamily Portfolio Intercreditor Agreementfunds thereunder.

Administration of the Serviced Loans. (a) Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Loans and any REO Properties that it each is obligated to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders and(or, in the case of a Serviced Whole Loan, on behalf of the related Companion Loan Holder, as a collective whole (and, in the case of a Serviced Whole Loan that is an any A/B Whole LoanLoan Combination, for the benefit of the Certificateholders and the related B-Noteholder(s), taking into account consideration the subordination of the related Companion LoanB-Note Loan(s) as set forth in the related A/B Intercreditor Agreement), in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Loans andand any and all intercreditor, in the case of a Serviced Whole Loan, the related Intercreditor Agreement, co-lender and similar agreements and, to the extent consistent with the foregoing, in accordance with the Servicing Standard. With respect to each A/B Loan Combination, in the event of a conflict between this Agreement and the related A/B Intercreditor Agreement, such Intercreditor Agreement shall control; provided, however, that in no event shall the Master Servicer or the Special Servicer take any action or omit to take any action in accordance with the terms of any A/B Intercreditor Agreement that would cause such servicer to violate the Servicing Standard, applicable law, the Grantor Trust Provisions or the REMIC Provisions. Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Loans that are not Specially Serviced Loans, and (ii) the Special Servicer shall service and administer (x) each Specially Serviced Loan (other than a Corrected Serviced Loan) as to which a Servicing Transfer Event has occurred and is continuing, Administered REO Property and (y) each REO Property; provided, however, the Master Servicer shall continue to collect information and prepare all reports to the Trustee required hereunder with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and further to render such incidental services with respect to any Specially all Serviced Loans and Administered REO Properties as are specifically provided for herein; provided that the Master Servicer shall continue to receive payments, make all calculations, and providedprepare, furtheror cause to be prepared, all reports required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer shall Servicer, as if no Servicing Transfer Event had occurred and with respect to the Administered REO Properties (and any related REO Loans), as if no REO Acquisition had occurred, and to render such incidental services with respect to Performing such Specially Serviced Loans and Administered REO Properties as are specifically provided for herein. The ; provided further, however, that the Master Servicer shall not, on behalf not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder. All references herein to the respective duties of the TrustMaster Servicer and the Special Servicer, obtain title and to a Mortgaged Propertythe areas in which they may exercise discretion, shall be subject to Section 3.21. (b) Subject to Section 3.01(a) ), Section 6.11, Section 6.12, Section 6.13 and Section 6.14, the Master Servicer and the Special Servicer each shall each have full power and authority, acting alone (or, pursuant to Section 3.22, through one or through more Sub-Servicers), to do or cause to be done any and all things in connection with such servicing and administration that which it may deem necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer (with respect to Performing Serviced Loans and Corrected Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans)Servicer, in its own name or in the name name, with respect to each of the TrusteeServiced Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and, pursuant to the any A/B Intercreditor Agreement, by the related B-Noteholder(s), to execute and deliver, on behalf of the Certificateholders and, if a Whole Loan is affected, the related Companion Loan HolderCertificateholders, the Trustee and each such B-Noteholder or any of them: , (i) any and all financing statements, control agreements, continuation statements and other documents or instruments necessary to perfect or maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and other related collateral; , (ii) in accordance with the Servicing Standard and subject to Section 3.20, Section 6.11, Section 6.12, Section 6.13 and Section 6.14, any and all modifications, 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 dischargeassignment, and all other comparable instruments; instruments and (iiiiv) subject pledge agreements and other defeasance documents in connection with a defeasance contemplated pursuant to Sections 3.08 and 3.20, any and all assumptions, modifications, waivers, substitutions, extensions, amendments and consentsSection 3.20(g). Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as appropriate, promptly execute any limited powers of attorney and other documents (each of which shall be prepared furnished by the Master Servicer or the Special Servicer, as applicable) Servicer that are necessary or appropriate to enable it them to carry out its 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 and the Trustee will be indemnified pursuant to, and subject to the limitations set forth in, Section 8.05 for any losses or expenses it incurs due to the Master Servicer's use of such power of attorney. (c) . Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall shall, without the Trustee's written consent: (i) except as provided in Section 3.10(d), initiate any action, suit or proceeding solely under the Trustee's name (or, in the case of a B-Note Loan, solely under the related B-Noteholder's name) without indicating the Master Servicer's or such Special Servicer's, as applicable, representative capacity, ; or (ii) take any action with the intent to cause, and that actually does causecauses, the Trustee to be registered to do business in any state. The Master Servicer and/or the Special Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer, as applicable. (dc) The relationship of each of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, each other under this Agreement is intended by the parties to this Agreement to be that of an independent contractor and not that of a joint venturerventure, partner or agent. Unless the same Person acts as both Master Servicer and Special Servicer, the Master Servicer shall not be responsible for the actions of or failure to act by the Special Servicer and the Special Servicer shall not be responsible for the actions of or the failure to act by the Master Servicer. (ed) The parties hereto acknowledge that each of the ChampionsGate Hotel Pari Passu Whole Loan, Hilton Anatole Pari Passu Whole Loan, JQH Hotel Portfolio Pari Passu Whole Loax, Xxxxxxxxxs Shopping Center With respect to any A/B Whole LoanLoan Combination, One Park Avenue Pari Passu Whole Loan, Pacifica Tower if at any time neither the related A-Note Mortgage Loan nor any interest in any related A/B Whole Loan REO Property is part of the Trust Fund, the Master Servicer and Rockwood Ross Multifamily Portfolio Pari Passu Whole the Special Servicer shall, upon request of the holder of the Mortgage Note for the related A-Note Mortgage Loan, is subject tx xxx xxxxx xnd conditions of the related Intercreditor Agreement. The parties hereto further recognize: (i) the respective rights continue to service and obligations of the "Lenders" under the ChampionsGate Hotel Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the ChampionsGate Hotel Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the ChampionsGate Hotel Intercreditor Agreement; (ii) the respective rights and obligations of the "Lenders" under the Hilton Anatole Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Hilton Anatole Pari Passu Whole Loan and the making of payments to the "Lenderx" xx xxxxxxance with Sections 1(a) and 1(b) of the Hilton Anatole Intercreditor Agreement; (iii) the respective rights and obligations of the "Lenders" under the JQH Hotel Portfolio Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the JQH Hotel Portfolio Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Section 3.2 of the JQH Hotel Portfolio Intercreditor Agreement; (iv) the respective rights and obligations of each "Holder" under the Metropolis Shopping Center Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Metropolis Shopping Center administer such A/B Whole Loan and the making of payments to each "Holder" in accordance with Sections 3 and 4 of the Metropolis Shopping Center Intercreditor Agreement; (v) the respective rights and obligations of the "Lenders" under the One Park Avenue Intercreditor Agreement, including with respect to the allocation of collections on Combination or in respect of the One Park Avenue Pari Passu Whole Loan and the making of payments to the "Lenders" in accordance with Sections 1(a) and 1(b) of the One Park Avenue Intercreditor Agreement; (vi) the respective rights and obligations of the "Holders" under the Pacifica Tower Intercreditor Agreement, including with respect to the allocation of collections on or in respect of the Pacifica Tower any related A/B Whole Loan REO Property as and the making of payments to the "Holders" in accordance with Sections 3 and 4 of extent contemplated by the Pacifica Tower Intercreditor Agreement; and (vii) the respective rights and obligations of the "Noteholders" under the Rockwood Ross Multifamily Portfolio Intercreditor Agreement, including xxxx xxxxxxx to the allocation of collections on or in respect of the Rockwood Ross Multifamily Portfolio Pari Passu Whole Loan and the makinx xx xxxxxxxx to the "Noteholders" in accordance with Section 3.2 of the Rockwood Ross Multifamily Portfolio related A/B Intercreditor Agreement.