Common use of Advance Facility Clause in Contracts

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c), under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c), under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Notwithstanding anything to the contrary contained herein, (i) the Servicer is hereby authorized to enter into a financing or other an advance facility (any such arrangement, an “Advance Facility”)) but no more than two Advance Facilities, without the documentation for prior written consent of the Trustee, which complies with Section 3.24(c)consent shall not be unreasonably withheld, under which (1A) the Special Servicer sells, assigns or pledges to an advancing person (an “Advance Financing Person”) its rights under this Agreement to be reimbursed for any P&I Advances or all Monthly Servicing Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2B) an Advance Financing Person agrees to fund finance some or all the P&I Advances and/or or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized to assign its rights to the Servicing Fee (which rights shall terminate upon the resignation, termination or removal of the Servicer pursuant to the terms of this Agreement); it being understood that neither the Trust Fund nor any party hereto shall have a right or claim (including without limitation any right of offset) to any amounts for reimbursement of P&I Advances or Servicing Advances so assigned or to the portion of the Servicing Fee so assigned. No Subject to the provisions of the first sentence of this Section 3.25(a), no consent of the Depositor, Trustee, Master Servicer, Trustee, Certificateholders or any other party shall be is required before the Special Servicer may enter into an Advance Facility nor Facility, but the Servicer shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person provide notice to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing AdvancesDepositor, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “of the existence of any such Advance Facility Notice”), promptly upon the consummation thereof stating (a) the identity of the Advance Financing Person and (b) the identity of the any Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have who has the right to make withdrawals from receive amounts in reimbursement of previously xxxxxxxxxxxx X&X Advances or Servicing Advances. Notwithstanding the Custodial Account pursuant existence of any Advance Facility under which an advancing person agrees to Section 3.04 hereof to reimburse previously unreimbursed Monthly finance P&I Advances and/or Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. (b) Reimbursement amounts (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred related Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereofthis Agreement, assuming the Special Servicer had made the related Monthly Advances P&I Advance(s) and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) belowAdvance(s). (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and Servicer (with, upon request, a copy to the Trustee) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis amounts distributed with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated to outstanding xxxxxxxxxxxx X&X Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO) basis. In The documentation establishing any Advance Facility shall require the event Servicer to provide to the Special Servicer’s Assignee shall have received some related Advance Financing Person or all of an Advance Reimbursement Amount related its designee loan-by-loan information with respect to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required each such reimbursement amount distributed to remit any portion of such Advance Reimbursement Amount Financing Person or Advance Facility trustee on each Distribution Date, to enable the Advance Financing Person or Advance Facility trustee to make the FIFO allocation of each such reimbursement amount with respect to each person entitled to such portion of such Advance Reimbursement AmountMortgage Loan. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person or Advance Facility trustee for all Monthly P&I Advances and/or and Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts rights to be reimbursed therefor have not been sold, assigned or pledged to such an Advance Financing Person or the Special Servicer’s AssigneePerson. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 3.25 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.25, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor, and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement Agreement, provided, that the Trustee has been provided an Opinion of Counsel that such amendment is authorized hereunder and has no material adverse effect on the Certificateholders, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each Fund; provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the parties Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency (instead of obtaining an Opinion of Counsel to such effect) stating that the amendment would not result in the preceding sentence downgrading or withdrawal of the respective ratings then assigned to the Certificates; it being understood and agreed that any such rating letter in and of itself will not represent a determination as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such rating. Prior to entering into an Advance Facility, the Servicer shall be borne solely by notify the Special Servicer. The parties hereto hereby acknowledge and agree lender under such facility in writing that: (ia) the Monthly P&I Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility the lender are obligations owed to the Special Servicer on a non-recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly P&I Advances and and/or Servicing Advances only to the extent provided herein, and neither the Master Servicer, the Securities Administrator, the Trustee and nor the Trust Fund are not, as a result of the existence of any Advance Facility, otherwise obligated or be liable to repay any Monthly P&I Advances and/or Servicing Advances financed by Advance Financing Personthe lender; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person lender the applicable amounts collected by it as Servicing Fees and as reimbursement for Monthly P&I Advances and/or Servicing Advances funded by the Advance Financing Personlender, as applicable, subject to the provisions of restrictions and priorities created in this Agreement; and (iiic) neither the Master Servicer and Servicer, the Securities Administrator nor the Trustee shall not have any responsibility to calculate any amount payable under an Advance Facility or to track or monitor the administration of the financing agreement arrangement between the Special Servicer and the lender or the payment of any amount under an Advance Facility. (f) The Servicer shall indemnify the Master Servicer, the Securities Administrator, the Trustee and the Trust Fund for any cost, liability or expense relating to the Advance Facility including, without limitation, a claim, pending or threatened, by an Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.04(f)(5) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Personwhich in turn, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign assigns or pledge pledges such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such LenderPerson, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund some or all the P&I Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be is required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special ServicerFacility. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing AdvancesAdvances on the Servicer's behalf, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or and Servicing Advances pursuant to and as required by this Agreement Agreement, and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) Facility. If the Special Servicer enters into an Advance Facility, the Special Servicer and the related for so long as an Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be remains entitled to receive reimbursement for any Advance Reimbursement Amounts P&I Advances or Servicing Advances outstanding and previously unreimbursed pursuant to this Agreement, then the Special Servicer shall not be permitted to reimburse itself for P&I Advances and/or Servicing Advances, as applicable, pursuant to Sections 3.04(b), 3.04(c), and/or 3.07(a) of this Agreement, but instead the Servicer’s Assignee 's assignee and designee (the "Servicer's Assignee") shall immediately have the right to receive withdraw from the Custodial Certificate Account all collections that the Servicer would otherwise have the right to withdraw from the Certificate Account, pursuant to Section 3.07(a)(1) of this Agreement, amounts available to reimburse previously xxxxxxxxxxxx X&X Advances ("P&I Advance Reimbursement Amounts") and/or previously unreimbursed Servicing Advances ("Servicing Advance Reimbursement Amounts" and together with P&I Advance Reimbursement Amounts, "Reimbursement Amounts") (in each case to the extent such type of Advance is included in the Advance Facility). Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered anything to the Master Servicer and the Trustee contrary herein, in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee no event shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in P&I Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Servicing Advance Reimbursement Amounts on a loan-by-loan basis with respect be included in the "Available Distribution" or distributed to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basisCertificateholders. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Serviceraddition, the Trustee and shall remit Reimbursement Amounts which are deposited into the Trust Fund are not, as Distribution Account for a result of the existence of any Advance Facility, obligated or be liable Series pursuant to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing PersonSection 4.03(2).

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.28(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.28(c) hereof, have the right to make withdrawals receive amounts available from the Custodial Collection Account pursuant to Section 3.04 3.11(a) hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11(a) hereof as provided to the extent permitted under Section 3.24(d3.28(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.11(a) hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, an Advance Financing Person shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof 3.11(a) of this Agreement and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall not otherwise be entitled to receive amounts designated for distribution to Certificateholders. None of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any amounts which constitute Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24Amounts. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the Servicer's Assignee. The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust Fund resulting from any claim by the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved]. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect For purposes of any Officer's Certificate of the Servicer made pursuant to any certificate of a Servicing Officer of a successor servicer delivered in connection with Section 4.03(d), any Nonrecoverable Advance, such Advance or Nonrecoverable Servicing Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance or Nonrecoverable Servicing Advance, as applicable, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 3.28 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer3.28, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ ' fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special ServicerServicer without reimbursement from the Trust Fund. The parties hereto hereby acknowledge and agree that: (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)3.30(d) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c3.30(d) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.10 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.10 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.02 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing PersonPerson and the Servicer’s Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.10 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 6.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 6.04 of this Agreement and shall not otherwise be entitled to make withdrawals from of or receive Advance Reimbursement Amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 3.09 hereof and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.243.30 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 10.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer’s report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Servicing Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.01. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect For purposes of any Officer’s Certificate of the Servicer made pursuant to Section 4.01, any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment The Trustee shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and, except as expressly provided in Section 3.30(c) above, is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the administration Trustee, the Trust Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the financing agreement between Trustee or the Special successor Servicer, or failure by the successor Servicer or the Trustee to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, and the passage of any Advance Financing Personapplicable cure or grace period, such that a Servicer Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement.

Advance Facility. (a) The Special Notwithstanding anything to the contrary contained herein, (i) the Servicer is hereby authorized to enter into a financing or other an advance facility (any such arrangement, an “Advance Facility”)) but no more than two Advance Facilities without the prior written consent of the Trustee, the documentation for which complies with Section 3.24(c)consent shall not be unreasonably withheld, under which (1A) the Special Servicer sells, assigns or pledges to an advancing person (an “Advance Financing Person”) its rights under this Agreement to be reimbursed for any P&I Advances or all Monthly Servicing Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2B) an Advance Financing Person agrees to fund finance some or all the P&I Advances and/or or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized to assign its rights to the Servicing Fee (which rights shall terminate upon the resignation, termination or removal of the Servicer pursuant to the terms of this Agreement); it being understood that neither the Trust Fund nor any party hereto shall have a right or claim (including without limitation any right of offset) to any amounts for reimbursement of P&I Advances or Servicing Advances so assigned or to the portion of the Servicing Fee so assigned. No Subject to the provisions of the first sentence of this Section 3.25(a), no consent of the Depositor, Trustee, Master Servicer, Trustee, Certificateholders or any other party shall be is required before the Special Servicer may enter into an Advance Facility nor Facility, but the Servicer shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person provide notice to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing AdvancesDepositor, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “of the existence of any such Advance Facility Notice”), promptly upon the consummation thereof stating (a) the identity of the Advance Financing Person and (b) the identity of the any Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have who has the right to make withdrawals from receive amounts in reimbursement of previously xxxxxxxxxxxx X&X Advances or Servicing Advances. Notwithstanding the Custodial Account pursuant existence of any Advance Facility under which an advancing person agrees to Section 3.04 hereof to reimburse previously unreimbursed Monthly finance P&I Advances and/or Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. (b) Reimbursement amounts (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred related Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereofthis Agreement, assuming the Special Servicer had made the related Monthly Advances P&I Advance(s) and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) belowAdvance(s). (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (with, upon request, a copy to the Trustee) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Personadvancing person. The successor servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis amounts distributed with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated to outstanding xxxxxxxxxxxx X&X Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO) basis. In The documentation establishing any Advance Facility shall require the event Servicer to provide to the Special Servicer’s Assignee shall have received some related advancing person or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount its designee loan-by-loan information with respect to each person entitled such reimbursement amount distributed to such portion advancing person or Advance Facility trustee on each Distribution Date, to enable the advancing person or Advance Facility trustee to make the FIFO allocation of each such Advance Reimbursement Amountreimbursement amount with respect to each Mortgage Loan. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the advancing person or Advance Financing Person Facility trustee for all Monthly P&I Advances and/or and Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts rights to be reimbursed therefor have not been sold, assigned or pledged to such Advance Financing Person or the Special Servicer’s Assigneean advancing person. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 3.25 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.25, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor, and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement Agreement, provided, that the Trustee has been provided an Opinion of Counsel that such amendment is authorized hereunder and has no material adverse effect on the Certificateholders, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each Fund; provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the parties Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency (instead of obtaining an Opinion of Counsel to such effect) stating that the amendment would not result in the preceding sentence downgrading or withdrawal of the respective ratings then assigned to the Certificates; it being understood and agreed that any such rating letter in and of itself will not represent a determination as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such rating. Prior to entering into an Advance Facility, the Servicer shall be borne solely by notify the Special Servicer. The parties hereto hereby acknowledge and agree lender under such facility in writing that: (ia) the Monthly P&I Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility the lender are obligations owed to the Special Servicer on a non-recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly P&I Advances and and/or Servicing Advances only to the extent provided herein, and neither the Master Servicer, the Securities Administrator, the Trustee and nor the Trust Fund are not, as a result of the existence of any Advance Facility, otherwise obligated or be liable to repay any Monthly P&I Advances and/or Servicing Advances financed by Advance Financing Personthe lender; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person lender the applicable amounts collected by it as Servicing Fees and as reimbursement for Monthly P&I Advances and/or Servicing Advances funded by the Advance Financing Personlender, as applicable, subject to the provisions of restrictions and priorities created in this Agreement; and (iiic) neither the Master Servicer and Servicer, the Securities Administrator nor the Trustee shall not have any responsibility to calculate any amount payable under an Advance Facility or to track or monitor the administration of the financing agreement arrangement between the Special Servicer and the lender or the payment of any amount under an Advance Facility. (f) The Servicer shall indemnify the Master Servicer, the Securities Administrator, the Trustee and the Trust Fund for any cost, liability or expense relating to the Advance Facility including, without limitation, a claim, pending or threatened, by an Advance Financing Person.

Advance Facility. (a) The Special Notwithstanding anything to the contrary contained herein, (i) each Servicer is hereby authorized to enter into a financing or other an advance facility (any such arrangement, an “Advance Facility”)) but no more than two Advance Facilities without the prior written consent of the Trustee, the documentation for which complies with Section 3.24(c)consent shall not be unreasonably withheld, under which (1A) the Special such Servicer sells, assigns or pledges to an advancing person (an “Advance Financing Person”) its rights under this Agreement to be reimbursed for any P&I Advances or all Monthly Servicing Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2B) an Advance Financing Person agrees to fund finance some or all the P&I Advances and/or or Servicing Advances required to be made by the Special such Servicer pursuant to this Agreement and (ii) each Servicer is hereby authorized to assign its rights to the Servicing Fee (which rights shall terminate upon the resignation, termination or removal of such Servicer pursuant to the terms of this Agreement); it being understood that neither the Trust Fund nor any party hereto shall have a right or claim (including without limitation any right of offset) to any amounts for reimbursement of P&I Advances or Servicing Advances so assigned or to the portion of the Servicing Fee so assigned. No Subject to the provisions of the first sentence of this Section 3.25(a), no consent of the Depositor, Trustee, Master Servicer, Trustee, Certificateholders or any other party shall be is required before the Special related Servicer may enter into an Advance Facility nor Facility, but such Servicer shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person provide notice to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing AdvancesDepositor, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “of the existence of any such Advance Facility Notice”), promptly upon the consummation thereof stating (a) the identity of the Advance Financing Person and (b) the identity of the any Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have who has the right to make withdrawals from receive amounts in reimbursement of previously xxxxxxxxxxxx X&X Advances or Servicing Advances. Notwithstanding the Custodial Account pursuant existence of any Advance Facility under which an advancing person agrees to Section 3.04 hereof to reimburse previously unreimbursed Monthly finance P&I Advances and/or Servicing Advances on the related Servicer’s behalf, such Servicer shall remain obligated pursuant to this Agreement to make P&I Advances and Servicing Advances pursuant to and as required by this Agreement, and shall not be relieved of such obligations by virtue of such Advance Facility. (b) Reimbursement amounts (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special related Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereofthis Agreement, assuming the Special such Servicer had made the related Monthly Advances P&I Advance(s) and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) belowAdvance(s). (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Each Servicer shall maintain and provide to any successor servicer and Servicer (with, upon request, a copy to the Trustee) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Personadvancing person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis amounts distributed with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated to outstanding xxxxxxxxxxxx X&X Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO) basis. In The documentation establishing any Advance Facility shall require the event related Servicer to provide to the Special Servicer’s Assignee shall have received some related advancing person or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount its designee loan-by-loan information with respect to each person entitled such reimbursement amount distributed to such portion advancing person or Advance Facility trustee on each Distribution Date, to enable the advancing person or Advance Facility trustee to make the FIFO allocation of each such Advance Reimbursement Amountreimbursement amount with respect to each Mortgage Loan. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special related Servicer shall remain entitled to be reimbursed by the advancing person or Advance Financing Person Facility trustee for all Monthly P&I Advances and/or and Servicing Advances funded by the Special related Servicer to the extent the related Advance Reimbursement Amounts rights to be reimbursed therefor have not been sold, assigned or pledged to such Advance Financing Person or the Special Servicer’s Assigneean advancing person. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 3.25 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.25, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special related Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement Agreement, provided, that the Trustee has been provided an Opinion of Counsel that such amendment is authorized hereunder and has no material adverse effect on the Certificateholders, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Trustee or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each Fund; provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the parties Certificateholders if the Person requesting the amendment obtains a letter from each Rating Agency (instead of obtaining an Opinion of Counsel to such effect) stating that the amendment would not result in the preceding sentence downgrading or withdrawal of the respective ratings then assigned to the Certificates; it being understood and agreed that any such rating letter in and of itself will not represent a determination as to the materiality of any such amendment and will represent a determination only as to the credit issues affecting any such rating. Prior to entering into an Advance Facility, the related Servicer shall be borne solely by notify the Special Servicer. The parties hereto hereby acknowledge and agree lender under such facility in writing that: (ia) the Monthly P&I Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility the lender are obligations owed to the Special such Servicer on a non-recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly P&I Advances and and/or Servicing Advances only to the extent provided herein, and neither the Master Servicer, the Securities Administrator, the Trustee and nor the Trust Fund are not, as a result of the existence of any Advance Facility, otherwise obligated or be liable to repay any Monthly P&I Advances and/or Servicing Advances financed by Advance Financing Personthe lender; (iib) the Special such Servicer will be responsible for remitting to the Advance Financing Person lender the applicable amounts collected by it as Servicing Fees and as reimbursement for Monthly P&I Advances and/or Servicing Advances funded by the Advance Financing Personlender, as applicable, subject to the provisions of restrictions and priorities created in this Agreement; and (iiic) neither the Master Servicer and Servicer, the Securities Administrator nor the Trustee shall not have any responsibility to calculate any amount payable under an Advance Facility or to track or monitor the administration of the financing agreement arrangement between the Special such Servicer and the lender or the payment of any amount under an Advance Facility. (f) The related Servicer shall indemnify the Master Servicer, the Securities Administrator, the Trustee and the Trust Fund for any cost, liability or expense relating to the Advance Facility including, without limitation, a claim, pending or threatened, by an Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.29(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof as provided to the extent permitted under Section 3.24(d3.29(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Facility Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be on deposit in the Distribution Account or that are required to be deposited in the Distribution Account pursuant to any provision hereunder, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii). An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer's Assignee. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, any successor Servicer and the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage Fund resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Advancing Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Sub-Servicer. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect For purposes of any Officer's Certificate of the Servicer made pursuant to Section 4.04(d), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 3.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ ' fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.30(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.and/or

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.30(d) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(d) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.10 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.10 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.02 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing PersonPerson and the Servicer's Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.10 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 6.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 6.04 of this Agreement and shall not otherwise be entitled to make withdrawals from of or receive Advance Reimbursement Amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 3.09 hereof and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.30 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 10.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer's report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Servicing Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.01. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)5.02(e) below, under which (1) the Special related Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all of the Advances and/or Servicing Advances required to be made by the Special such Servicer pursuant to this Agreement. No consent of the Master ServicerTrustee, Trusteethe Securities Administrator, Certificateholders or any other party shall be required before the Special a Servicer may enter into an Advance Facility Facility, nor shall the Master ServicerTrustee, Trustee the Securities Administrator or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special such Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special related Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special a Servicer enters into an Advance Facility, the Special such Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 5.02 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and Person, (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.22(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.08 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i") shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special that such Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled agree to be reimbursed bound by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing PersonSection 5.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.30(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, and the Servicer's Assignee shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals from of, or receive, Advance Reimbursement Amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 hereof 3.04(b) hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer's report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Servicing Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.07. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved.] (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect to For purposes of any certificate certification of a Servicing Officer of a successor servicer delivered in connection with the Servicer made pursuant to Section 4.07(d), any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) The Trustee shall not, as a result of the existence of any Advance Facility, have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the Trustee, the Trust Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the Trustee or the successor Servicer, or failure by the successor Servicer to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee. Any amendment to this Section 3.24 3.30 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.30, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor, the Seller and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ ' fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: that (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay pay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c3.29(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.11(a) hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11(a) hereof as provided to the extent permitted under Section 3.24(d3.29(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.11(a) clauses hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive or withdraw from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.11(a) of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, amounts that shall be on deposit in the Distribution Account or that are required to be deposited in the Distribution Account pursuant to any provision hereunder, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.11(a) or this Section 3.243.29. Without limiting the foregoing, none of the Trustee or the Certificateholders shall have any right to set off against Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer’s Assignee. The Special Servicer shall indemnify the Master Depositor, any successor Servicer, the Depositor, the Trustee, Trustee and the Trust Fund, any successor Special Servicer Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that (i) in the case of the Depositor, was incurred by reason of the Depositor’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder, (ii) in the case of a successor Servicer, was incurred by reason of such successor Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or by reason of a breach of such successor Servicer’s obligations and duties under this Agreement or (iii) in the case of the Trustee or the Trust Fund, (A) resulted from or arose out of gross negligence, recklessness or willful misconduct on the part a breach of the Master Servicer’s or a successor Servicer’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (B) was incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee’s obligations under Article X hereof. Notwithstanding the foregoing, the exclusions set forth in clauses (i), (ii) and (iii) above from the Servicer’s obligation to indemnify the Depositor, any successor Servicer, the Depositor, the Trustee, Trustee and the Trust Fund shall not be applicable, in any case, to the extent the applicable claim, loss, liability or any successor Special damage was incurred by reason of the Servicer’s willful misfeasance, as bad faith or negligence in the case may beperformance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or by reason of a breach of the Servicer’s obligations and duties under this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Advancing Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Sub-Servicer. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (ef) With respect For purposes of any Officer’s Certificate of the Servicer made pursuant to Section 4.04(d), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (f) . Any amendment to this Section 3.24 3.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.30(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals from of, or receive, Advance Reimbursement Amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 hereof 3.04(b) hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer's report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Servicing Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.07. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved]. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect to For purposes of any certificate certification of a Servicing Officer of a successor servicer delivered in connection with the Servicer made pursuant to Section 4.07(d), any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment The Trustee shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and, except as expressly provided in Section 3.30(c) above, is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the administration Trustee, the Trust Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the financing agreement between Trustee or the Special successor Servicer, or failure by the successor Servicer or the Trustee to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, and the passage of any Advance Financing Person.applicable cure or grace period, such that a Servicer Event of Termination under this Agreement occurs or such entity is subject to termination for cause under this Agreement

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.28(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the P&I Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 10.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.28(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.11 hereof to reimburse previously unreimbursed Monthly P&I Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”Reimbursexxxx Xxxxxxx"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11 hereof, assuming the Special Servicer had made the related Monthly Advances P&I Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11 hereof as provided to the extent permitted under Section 3.24(d3.28(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)3.28(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the P&I Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders Certificate Owners or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c3.28(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.11 hereof to reimburse previously unreimbursed Monthly xxxxxxxxxxxx X&X Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11 hereof, assuming the Special Servicer had made the related Monthly Advances P&I Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11 hereof as provided to the extent permitted under Section 3.24(d3.28(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly P&I Advances and/or Servicing Advances in accordance with Section 3.04 3.11 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 3.11 of this Agreement and shall not otherwise be entitled to make withdrawals from of, or receive, Advance Reimbursement Amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 hereof 3.10 hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.243.11 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer’s report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Servicing Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.03. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved]. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly P&I Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly P&I Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly P&I Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (ef) With respect to For purposes of any certificate certification of a Servicing Officer of a successor servicer delivered in connection with the Servicer made pursuant to Section 4.06(d), any Nonrecoverable Advance, such Nonrecoverable Servicing Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly P&I Advance or Servicing Advance theretofore made has become a Nonrecoverable Servicing Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly P&I Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment The Trustee shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and, except as expressly provided in Section 3.28(c) above, is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the administration Trustee, the Trust Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the financing agreement between Trustee or the Special successor Servicer, or failure by the successor Servicer or the Trustee to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, and the passage of any Advance Financing Personapplicable cure or grace period, such that a Servicer Event of Termination under this Agreement occurs or such entity is subject to termination for cause under this Agreement.

Advance Facility. (a) The Special With the prior consent of the Certificate Insurer, the Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)5.02(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all of the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master ServicerTrustee, Trusteethe Securities Administrator, Certificateholders or any other party (other than the Certificate Insurer) shall be required before the Special Servicer may enter into an Advance Facility Facility, nor shall the Master ServicerTrustee, Trustee the Securities Administrator or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special the Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer Trustee, the Securities Administrator, the Seller and the Trustee Depositor at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and Person, (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c5.02(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly previously unreimbursed Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any the related Advance Facility are obligations owed ("Advance Reimbursement Amounts") and (c) that the Servicer's Assignee shall agree to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed bound by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing PersonSection 5.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.25(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the P&I Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 hereof 12.05 a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c) hereof3.25(c), have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.09(a) to reimburse previously unreimbursed Monthly xxxxxxxxxxxx X&X Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof3.09(a), assuming the Special Servicer had made the related Monthly Advances P&I Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d3.09(a) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such informationpermitted under Section 3.25(d). (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)6.12(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the P&I Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, the NIMS Insurer, the Depositor, the Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master ServicerTrustee, Trustee the Depositor or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof6.12(g), have the right be entitled to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse receive reimbursements for any previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d6.12(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing PersonPerson and the Servicer’s Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, Advance Reimbursement Amounts that shall be deposited in the Distribution Account pursuant to Section 3.04(b) hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05 hereof. Without limiting the foregoing, none of the Trustee or the Certificateholders shall have any right to set off against Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer’s Assignee. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, any successor Servicer and the Trust Fund, any successor Special Servicer Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund Trustee or any successor Special Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Sub-Servicer. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly P&I Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly P&I Advances and/or or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (ef) With respect For purposes of any Officer’s Certificate of the Servicer delivered pursuant to Section 4.03, any certificate of a nonrecoverable P&I Advance or nonrecoverable Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly P&I Advance or Servicing Advance theretofore made has become a Nonrecoverable nonrecoverable P&I Advance or nonrecoverable Servicing Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 6.12 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.246.12, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (ia) the Monthly P&I Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly P&I Advances and and/or Servicing Advances only to the extent provided herein, and the Master ServicerTrustee, the Trustee Depositor and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly P&I Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly P&I Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.30(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing PersonPerson and the Servicer's Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, Advance Reimbursement Amounts that shall be deposited in the Distribution Account pursuant to Section 3.04(b) hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer's Assignee. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, any successor Servicer and the Trust Fund, any successor Special Servicer Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund Trustee or any successor Special Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that a Servicer Event of Termination under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)5.02(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all of the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master ServicerTrustee, Trusteethe Securities Administrator, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility Facility, nor shall the Master ServicerTrustee, Trustee the Securities Administrator or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special the Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer Trustee, the Securities Administrator, the Seller and the Trustee Depositor at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and Person, (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c5.02(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly previously unreimbursed Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any the related Advance Facility are obligations owed ("Advance Reimbursement Amounts") and (c) that the Servicer's Assignee shall agree to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed bound by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing PersonSection 5.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)6.06(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (ia) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (iib) a Person, which may simultaneously assign or pledge such rights to an SPV or (iiic) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (ia) or (iib), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a1) the identity of the Advance Financing Person and (b2) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c6.06(c) hereof, have the right to make withdrawals receive amounts available from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i1) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii2) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d6.06(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Facility Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05(ii) and Section 3.05(iii) hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, an Advance Financing Person shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof 3.05(ii) and (iiSection 3.05(iii) none of the Master Servicer, the Trustee nor the Certificateholders this Agreement and shall not otherwise be entitled to receive amounts designated for distribution to Certificateholders. None of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any amounts which constitute Advance Reimbursement Amounts designated for distribution to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05(ii) and Section 3.05(iii) hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer's Assignee. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, any successor Servicer and the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage Fund resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness negligence or willful misconduct on the part of the Master Depositor, the Trustee or any successor Servicer, the Depositoror, with respect to claim for indemnity by any successor Servicer or the Trustee, the Trust Fund or failure by such Person to remit funds as required by this Agreement or, with respect to claim for indemnity by any successor Special ServicerServicer or the Trustee, as the case may becommission of an act or omission to act by the successor Servicer or the Trustee, and the passage of any applicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Advancing Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis[Reserved]. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.--------

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances, Timing Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances, Timing Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances, Timing Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances, Timing Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances, Timing Advances and/or Servicing Advances and to receive the amounts distributable to the Servicer in respect of unreimbursed Timing Advances as set forth in Section 4.02(b) hereof (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances, Timing Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s), Timing Advance(s) and/or Servicing Advance(s), (ii) amounts in respect of Timing Advances distributable to the Servicer on the final Distribution Date pursuant to Section 4.02(b) hereof and (iiiii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.29(c) hereof, have the right to make withdrawals receive amounts available from the Custodial Collection Account pursuant to Section 3.04 3.11(a) hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11(a) hereof as provided to the extent permitted under Section 3.24(d3.29(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Facility Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.11 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer's Assignee. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, any successor Servicer and the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage Fund resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Advancing Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [reserved] (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect For purposes of any Officer's Certificate of the Servicer made pursuant to Section 4.04(d), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 3.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ ' fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c), under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer Servicer, the Trustee or the Trustee NIMS Insurer shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor Depositor, the Trustee or the Trustee NIMS Insurer have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer and the NIMS Insurer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or Fund, any successor Special ServicerServicer or the NIMS Insurer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the NIMS Insurer and the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.28(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.28(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.11(a) hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11(a) hereof as provided to the extent permitted under Section 3.24(d3.28(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.11(a) hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof 3.11(a) of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, Advance Reimbursement Amounts that shall be deposited in the Distribution Account and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.11 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance 103 Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer's report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.03. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved]. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect to For purposes of any certificate certification of a Servicing Officer of a successor servicer delivered in connection with the Servicer made pursuant to Section 4.03(d), any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment The Trustee shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the administration Trustee, the Trust Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except, in the case of the financing agreement between indemnification of the Special Servicer and any Advance Financing PersonTrustee or the successor Servicer, as applicable, to the extent that such claim, loss, liability or damage resulted from or arose out of its own negligence, recklessness or willful misconduct.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”), ") (ii) or to a Person, which may who simultaneously assign assigns or pledge pledges such rights to an SPV SPV) or (iiiii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described an SPV, in either of the preceding clauses (i) or (ii)turn, may directly or through other assignees and/or pledgees, assign assigns or pledge pledges such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund some or all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement Agreement, and (ii) shall not be relieved of such obligations by virtue of such Advance Facility Facility. If a Servicer enters into an Advance Facility, and (B) neither the for so long as an Advance Financing Person nor remains entitled to receive reimbursement for any Special Advances and/or Servicing Advances outstanding and previously unreimbursed pursuant to this Agreement, then, to the extent prohibited under such Advance Facility, such Servicer shall not be permitted to reimburse itself for Advances and/or Servicing Advances pursuant to Section 3.11(a) of this Agreement, but instead such Servicer’s Assignee 's assignee and the designee (as hereinafter definedthe "Servicer's Assignee") shall have any the right to proceed against or receive from the Collection Account collections that such Servicer would otherwise contact any Mortgagor for have the purpose right to receive from the Collection Account pursuant to said Section 3.11(a) of collecting any payment that may be due with respect this Agreement, amounts available to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documentsreimburse previously unreimbursed Advances and/or Servicing Advances ("Advance Reimbursement Amounts"). (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice of the existence of such Advance Facility (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s 's Assignee”) that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly and specifying what Advances and/or Servicing Advances are covered by the Advance Facility. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advance Financing Person. (“Advance Reimbursement Amounts”). c) Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 hereof as provided 3.11(a) to the extent permitted under Section 3.24(d3.29(e) below. (cd) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the An Advance Financing Person, shall be entitled Person who receives an assignment or pledge of rights to receive reimbursements Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Monthly 84 Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An an Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable required to meet the criteria for any errors in such informationqualification as a Sub-Servicer. (de) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing person, Advance Financing Person if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " ("FIFO") basis. In the event the Special Servicer’s Assignee shall have received that some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person shall have been paid in errorerror to the Servicer's Assignee related to such predecessor Servicer, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer At any time when an Advance Financing Person shall promptly notify have ceased funding Advances and/or Servicing Advances, including without limitation a servicing transfer pursuant to Article VII, and the Special Servicer’s 's Assignee upon becoming aware of any such erroneous receipt. If shall have received from the Special Servicer’s Assignee fails Collection Account Advance Reimbursement Amounts sufficient to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous paymentall Advances and/or Servicing Advances, the Special right to reimbursement for which were assigned to the Servicer's Assignee, then the Servicer's Assignee and the Advance Financing Person and the Servicer related to such Servicer's Assignee and Advance Financing Person shall promptly so reimburse such Persondeliver a written notice to the Trustee terminating the Advance Facility. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect For purposes of any Officer's Certificate of the Servicer made pursuant to Section 4.04(d), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)3.30(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing PersonPerson and the Servicer’s Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, Advance Reimbursement Amounts that shall be deposited in the Distribution Account pursuant to Section 3.04(b) hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05 hereof. Without limiting the foregoing, none of the Trustee or the Certificateholders shall have any right to set off against Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None Neither the Depositor nor the Trustee shall, as a result of the Master Servicer or the Trustee shall existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer’s Assignee. The Special Depositor and the Trustee shall be entitled to rely without independent investigation on the Advance Facility Notice and on such Servicer’s report of the amount of Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts that were included in the remittance from such Servicer to the Trustee pursuant to Section 4.01. The Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, any successor Servicer and the Trust Fund, any successor Special Servicer Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund Trustee or any successor Special Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that an Event of Termination under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved]. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (ef) With respect For purposes of any Officer’s Certificate of the Servicer made pursuant to Section 4.07(d), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 3.30 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.30, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)5.11(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Monthly Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 14.8 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c5.11(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 4.6 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 4.6 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 4.6 hereof as provided to the extent permitted under Section 3.24(d5.11(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing PersonPerson and the Servicer’s Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 4.6 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 14.8 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof 4.6 of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, Advance Reimbursement Amounts that shall be deposited in the Custodial Account pursuant to Section 4.6 hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.244.6 hereof. Without limiting the foregoing, none of the Trustee or the Certificateholders shall have any right to setoff against Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 14.8 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer’s Assignee. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust FundCertificateholders, any successor Special Servicer and the Trust Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund Trustee or any successor Special Servicer, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, as the case may be, and the passage of any applicable cure or grace period, such that a Servicer Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect For purposes of any Officer’s Certificate of the Servicer made pursuant to Section 4.6(c), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Non-recoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Non-recoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (f) Any amendment to this Section 3.24 5.11 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.245.11, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 14.3 hereof. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special With the prior written consent of the Certificate Insurer, each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)Subsection (e) below, under which (1) the Special related Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all of the P&I Advances and/or Servicing Advances required to be made by the Special such Servicer pursuant to this Agreement; provided, however, that the consent of the Certificate Insurer shall not be required to enter into any Advance Facility in exitence prior to the Closing Date. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special a Servicer may enter into an Advance Facility Facility, nor shall the Master Servicer, Trustee Servicer or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special such Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing Advances, (A) the Special related Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special a Servicer enters into an Advance Facility, the Special such Servicer and the related Advance Financing Person shall deliver to the Master Servicer Servicer, the Certificate Insurer, the Trustee and the Trustee Depositor at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a1) the identity of the Advance Financing Person and Person, (b2) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(cSubsection (c) hereofbelow, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse receive reimbursements of previously unreimbursed Monthly P&I Advances and/or Servicing Advances financed under the related Advance Facility (“Advance Reimbursement Amounts”)) and (3) that such Servicer’s Assignee shall agree to be bound by the provisions of this Section 11.07. The Advance Facility Notice shall be executed by the Advance Facility Person and such Servicer’s Assignee. Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly P&I Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special such Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11 hereof, assuming the Special such Servicer had made the related Monthly P&I Advances and/or Servicing Advances Advance(s), provided, in each case, that such P&I Advance and/or Servicing Advance was financed under the related Advance Facility, and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11 hereof as provided to the extent permitted under Section 3.24(dSubsection (e) below. (c) Notwithstanding the existence of an Advance Facility, the Special a Servicer, on behalf of the Advance Financing PersonPerson and such Servicer’s Assignee, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances Advance Reimbursement Amounts in accordance with Section 3.04 3.11 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice executed by the Advance Financing Person (an “Advance Facility Default Notice”) to the Master Servicer and the Trustee Depositor in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written noticean Advance Facility Default Notice, the Special related Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Collection Account all reimbursement of previously unreimbursed Advance Reimbursement Amounts. Notwithstanding . (d) Upon receipt by the foregoing, Master Servicer and for the avoidance Depositor of doubtan Advance Facility Default Notice with respect to a Servicer, (i) the Special such Servicer and the Special Servicer’s Assignee, as applicable, shall only no longer be entitled to reimbursement receive Advance Reimbursement Amounts in accordance with Section 3.11 hereof and the related Servicer’s Assignee with respect to such Advance Facility shall have the right to receive all related Advance Reimbursement Amounts in the manner set forth in this Subsection (d), and (ii) the Master Servicer shall establish an account in the name of the related Servicer’s Assignee (the “Servicer Advance Facility Account”). Thereafter, within two (2) Business Days of the related Servicer’s receipt of Advance Reimbursement Amounts hereunder from withdrawals in the manner set forth in Section 3.11, such Servicer will identify such amounts and remit them to the Master Servicer. The Master Servicer shall, within a reasonable time after receipt of such Advance Reimbursement Amounts from the Custodial Account pursuant related Servicer, deposit such Advance Reimbursement Amounts into the related Servicer Advance Facility Account. On the last Business Day of each calendar week following the receipt of an Advance Facility Default Notice with respect to Section 3.04 hereof a Servicer, the Master Servicer shall wire to the related Servicer’s Assignee identified in the related Advance Facility Default Notice, at the payment instructions specified in the Advance Facility Default Notice, any and all funds contained in the related Servicer Advance Facility Account. The obligations of each of the Servicer and the Master Servicer under this clause (iid) shall continue until the Master Servicer receives written notice from the Advance Financing Person of the termination of the Advance Facility of such Servicer. (e) Without limiting the foregoing, none of the Master Servicer, the Trustee nor Servicer or the Certificateholders shall be entitled have any right to receive any setoff against Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24hereunder. An Advance Facility may be terminated by the joint written direction of the Special related Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None Except as expressly set forth in Subsection (d) above with respect to the establishment of the Servicer Advance Facility Account, the deposit of amounts therein and the remittances of amounts therefrom by the Master Servicer, none of the Master Servicer Servicer, the Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall and (ii) none of the Depositor, the Master Servicer, the Depositor Servicer or the Trustee shall, as a result of the existence of any Advance Facility, have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer’s Assignee. The Special Each Servicer shall indemnify the Depositor, the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer Servicer, the Certificate Insurer and the Trust Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, or Servicer’s Assignee, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund Master Servicer, the Sponsor or any successor Special Servicer, as the case may be, or failure by the successor Servicer or the Master Servicer, as the case may be, to remit funds to the extent required by subsection (d) above. The Special Each Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Servicer, a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. Notwithstanding any of the foregoing, and for the avoidance of doubt, the related Servicer, the related Advance Financing Person and/or the related Servicer’s Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.11 of this Agreement and shall not otherwise be entitled to make withdrawals or receive amounts that shall be deposited in the Master Servicer Collection Account pursuant to Section 3.12 hereof or any other Account. (df) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of P&I Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Subservicer. (g) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an P&I Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly P&I Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in errorerror or that relate to P&I Advances or Servicing Advances that were not financed under the related Advance Facility, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special a Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly P&I Advances and/or Servicing Advances funded by the Special such Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (eh) With respect to For purposes of any certificate certification of a Servicing Officer of a successor servicer delivered in connection with Servicer made pursuant to Section 4.01, any Nonrecoverable Advance, such Nonrecoverable Servicing Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Servicing Advance, the successor servicer such Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer such Servicer or the Special any predecessor Servicer. (fi) Any amendment to this Section 3.24 11.07 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.2411.07, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the SellerMaster Servicer, the Trustee, the Master Servicer Depositor and the Special Servicer Servicers without the consent of any CertificateholderCertificateholder but with the prior written consent of the Certificate Insurer, notwithstanding anything to the contrary in this Agreement or the Trust Agreementwhich consent shall not be unreasonably withheld, provided such amendment complies with Section 11.01. All reasonable costs and expenses (including attorneys’ fees) of each of party hereto and the parties in the preceding sentence Certificate Insurer of any such amendment shall be borne solely by the Special ServicerServicer requesting such amendment. The parties hereto hereby acknowledge and agree that: (ia) the Monthly P&I Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special related Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly P&I Advances and and/or Servicing Advances financed under the related Advance Facility only to the extent provided herein, and the Master ServicerTrustee, the Trustee Master Servicer and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly P&I Advances and/or Servicing Advances financed by the Advance Financing Person; and (iib) the Special related Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly P&I Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)10.14(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other 112 assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all of the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 10.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and Person, (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c10.14(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.08 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i") shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding that the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled agree to be reimbursed bound by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing PersonSection 10.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)5.02(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all of the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master ServicerTrustee, Trusteethe Securities Administrator, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility Facility, nor shall the Master ServicerTrustee, Trustee the Securities Administrator or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special the Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer Trustee, the Seller and the Trustee Depositor at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and Person, (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c5.02(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.previously unreimbursed Advances

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses set forth in Section 9.04 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.30(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.30(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.05 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.05 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.05 hereof as provided to the extent permitted under Section 3.24(d3.30(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals from or receive amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 hereof 3.04(b) hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.05 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer's report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.07. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Sub-Servicer. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect to For purposes of any certificate certification of a Servicing Officer of a successor servicer delivered in connection with the Servicer made pursuant to Section 4.07(d), any Nonrecoverable Advance, such Advance or Nonrecoverable Servicing Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance or Nonrecoverable Servicing Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment The Trustee shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and, except as expressly provided in Section 3.30(a) above, is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the administration Trustee, the Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the financing agreement between Trustee or the Special successor Servicer, or failure by the successor Servicer or the Trustee to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, and the passage of any Advance Financing Personapplicable cure or grace period, such that an Event of Default under this Agreement occurs or such entity is subject to termination for cause under this Agreement.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 3.24(c)3.29(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special Servicer’s Assignee”) that will, subject to Section 3.24(c3.29(c) hereof, have the right to make withdrawals from the Custodial Collection Account pursuant to Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof as provided to the extent permitted under Section 3.24(d3.29(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Collection Account pursuant to Section 3.04 hereof 3.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii) of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, amounts that shall be on deposit in the Distribution Account or that are required to be deposited in the Distribution Account pursuant to any provision hereunder, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.243.11(a) clauses (ii)(a), (ii)(b), (iii), (vi) and (vii). An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 11.05 hereof. None of the Master Servicer Depositor or the Trustee shall shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor nor, as a result of the existence of any Advance Facility, shall the Master Servicer, the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the related Advance Financing PersonServicer’s Assignee. The Special Servicer shall indemnify the Master Depositor, any successor Servicer, the Depositor, the Trustee, Trustee and the Trust Fund, any successor Special Servicer Fund for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that (i) in the case of the Depositor, was incurred by reason of the Depositor’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder, (ii) in the case of a successor Servicer, was incurred by reason of such successor Servicer’s willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or by reason of a breach of such successor Servicer’s obligations and duties under this Agreement or (iii) in the case of the Trustee or the Trust Fund, (A) resulted from or arose out of gross negligence, recklessness or willful misconduct on the part a breach of the Master Servicer’s or a successor Servicer’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (B) was incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee’s obligations under Article X hereof. Notwithstanding the foregoing, the exclusions set forth in clauses (i), (ii) and (iii) above from the Servicer’s obligation to indemnify the Depositor, any successor Servicer, the Depositor, the Trustee, Trustee and the Trust Fund shall not be applicable, in any case, to the extent the applicable claim, loss, liability or any successor Special damage was incurred by reason of the Servicer’s willful misfeasance, as bad faith or negligence in the case may beperformance of duties hereunder or by reason of its reckless disregard of obligations and duties hereunder or by reason of a breach of the Servicer’s obligations and duties under this Agreement. The Special Servicer shall maintain and provide to any successor servicer and (Servicer and, upon request) , the Master Servicer Trustee a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Advancing Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Sub-Servicer. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly an Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (ef) With respect For purposes of any Officer’s Certificate of the Servicer made pursuant to Section 4.04(d), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special such Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special any predecessor Servicer. (fg) Any amendment to this Section 3.24 3.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.243.29, including amendments to add provisions relating to a successor servicerServicer, may be entered into by the Seller, the Trustee, the Master Servicer Depositor and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreementprovided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence party hereto of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (ia) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and and/or Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by the Advance Financing Person; (iib) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iiic) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement arrangement between the Special Servicer and any Advance Financing Person.

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.25(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the P&I Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly P&I Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 hereof 12.05 a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c) hereof, have the right to make withdrawals from the Custodial Account pursuant to Section 3.04 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 hereof, assuming the Special Servicer had made the related Monthly Advances and/or Servicing Advances and (ii) shall not consist of amounts payable to a successor servicer in accordance with Section 3.04 hereof as provided under Section 3.24(d) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s Assignee shall immediately have the right to receive from the Custodial Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and the Special Servicer’s Assignee, as applicable, shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Custodial Account pursuant to Section 3.04 hereof and (ii) none of the Master Servicer, the Trustee nor the Certificateholders shall be entitled to receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s Assignee, as applicable, shall be entitled pursuant to this Section 3.24. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 hereof. None of the Master Servicer or the Trustee shall have any duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor shall the Master Servicer, the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility or the payment of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn from the Custodial Account by the Special Servicer’s Advance Financing Person, except to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may be. The Special Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer shall be entitled to rely on any such information provided by the Special Servicer, and the successor special servicer shall not be liable for any errors in such information. (d) As between the Special Servicer and its Advance Financing Person, on the one hand, and a successor servicer and its advance financing person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Special Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person in error, then the Special Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s Assignee. (e) With respect to any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any responsibility to track or monitor the administration of the financing agreement between the Special Servicer and any Advance Financing Person.Section

Advance Facility. (a) The Special Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “"Advance Facility”"), the documentation for which complies with Section 3.24(c)3.21(e) below, under which (1) the Special Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all Monthly Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “"SPV”"), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “"Lender”"), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “"Advance Financing Person”"), and/or (2) an Advance Financing Person agrees to fund all the Advances and/or Servicing Advances required to be made by the Special Servicer pursuant to this Agreement. No consent of the Master Servicer, Trustee, Certificateholders or any other party shall be required before the Special Servicer may enter into an Advance Facility nor shall the Master Servicer, Trustee or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Special Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund Monthly Advances and/or Servicing Advances, (A) the Special Servicer (i) shall remain obligated pursuant to this Agreement to make Monthly Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Special Servicer’s 's Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Transferred Mortgage Loan or enforcing any covenant of such Mortgagor under the related Transferred Mortgage Loan documents. (b) If the Special Servicer enters into an Advance Facility, the Special Servicer and the related Advance Financing Person shall deliver to the Master Servicer and the Trustee at their respective addresses the address set forth in Section 9.04 10.07 hereof a written notice (an “"Advance Facility Notice”"), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Special "Servicer’s 's Assignee”") that will, subject to Section 3.24(c3.21(c) hereof, have the right to make withdrawals from the Custodial Certificate Account pursuant to Section 3.04 3.08 hereof to reimburse previously unreimbursed Monthly Advances and/or Servicing Advances (“"Advance Reimbursement Amounts”"). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Monthly Advances and/or Servicing Advances made with respect to the Transferred Mortgage Loans for which the Special Servicer would be permitted to reimburse itself in accordance with Section 3.04 3.08 hereof, assuming the Special Servicer had made the related Monthly Advances Advance(s) and/or Servicing Advances Advance(s) and (ii) shall not consist of amounts payable to a successor servicer Servicer in accordance with Section 3.04 3.08 hereof as provided to the extent permitted under Section 3.24(d3.21(e) below. (c) Notwithstanding the existence of an Advance Facility, the Special Servicer, on behalf of the Advance Financing Person, shall be entitled to receive reimbursements of Monthly Advances and/or Servicing Advances in accordance with Section 3.04 3.08 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Master Servicer and the Trustee in the manner set forth in Section 9.04 10.07 hereof. Upon receipt of such written notice, the Special Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Special Servicer’s 's Assignee shall immediately have the right to receive from the Custodial Certificate Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Special Servicer and and/or the Special Servicer’s Assignee, as applicable, 's Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from pursuant to Section 3.08 of this Agreement and shall not otherwise be entitled to make withdrawals from of, or receive, Advance Reimbursement Amounts that shall be deposited in the Custodial Distribution Account pursuant to Section 3.04 hereof 3.05 hereof, and (ii) none of the Master Servicer, the Trustee nor or the Certificateholders shall have any right to, or otherwise be entitled to to, receive any Advance Reimbursement Amounts to which the Special Servicer or the Special Servicer’s 's Assignee, as applicable, shall be entitled pursuant to this Section 3.243.08 hereof. An Advance Facility may be terminated by the joint written direction of the Special Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Master Servicer and the Trustee in the manner set forth in Section 9.04 10.07 hereof. None of the Master Servicer or the The Trustee shall have any no duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor Amount and shall the Master Servicer, the Depositor or the Trustee have any responsibility be entitled to track or monitor the administration of rely without independent investigation on the Advance Facility or Notice and on such Servicer's report of the payment amount of Reimbursement Amounts to the related Advance Financing Person. The Special Servicer shall indemnify the Master Servicer, the Depositor, the Trustee, the Trust Fund, any successor Special Servicer for any claim, loss, liability or damage resulting from (i) any claim by the related Advancing Financing Person and (ii) any errors in Advance Reimbursement Amounts or other amounts withdrawn and Servicing Advance Reimbursement Amounts that were included in the remittance from the Custodial Account by the Special Servicer’s Advance Financing Person, except such Servicer to the extent that such claim, loss, liability or damage that resulted from or arose out of gross negligence, recklessness or willful misconduct on the part of the Master Servicer, the Depositor, the Trustee, the Trust Fund or any successor Special Servicer, as the case may beTrustee pursuant to Section 4.01. The Special Such Servicer shall maintain and provide to any successor servicer and (upon request) the Master Servicer a detailed accounting on a loan by loan-by-loan basis as to amounts advanced by, pledged or assigned to, and reimbursed to any Advance Financing Person. The successor servicer Servicer shall be entitled to rely on any such information provided by the Special predecessor Servicer, and the successor special servicer Servicer shall not be liable for any errors in such information. (d) [Reserved]. (e) As between the Special a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor servicer Servicer and its advance financing personAdvance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Transferred Mortgage Loan as to which a Monthly Advance and/or a Servicing Advance shall have been made and be outstanding shall be allocated on a “"first-in, first out” " basis. In the event the Special Servicer’s 's Assignee shall have received some or all of an Advance Reimbursement Amount related to Monthly Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then the Special such Servicer’s 's Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each person Person entitled to such portion of such Advance Reimbursement Amount. The Special Servicer shall promptly notify the Special Servicer’s Assignee upon becoming aware of any such erroneous receipt. If the Special Servicer’s Assignee fails to reimburse any Person entitled to a portion of any such Advance Reimbursement Amount within ten (10) days of receiving notice of the erroneous payment, the Special Servicer shall promptly so reimburse such Person. Without limiting the generality of the foregoing, the Special Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all Monthly Advances and/or Servicing Advances funded by the Special Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or the Special Servicer’s 's Assignee. (ef) With respect For purposes of any certification of the Servicer made pursuant to Section 4.01(b), any certificate of a Servicing Officer of a successor servicer delivered in connection with any Nonrecoverable Advance, such Nonrecoverable Advance referred to therein may have been made by the Special Servicer or a successor servicerany predecessor Servicer. In making its determination that any Monthly Advance or Servicing Advance theretofore made has become a Nonrecoverable Advance, the successor servicer Servicer shall apply the same criteria in making such determination regardless of whether such Monthly Advance or Servicing Advance shall have been made by the successor servicer Servicer or the Special Servicer. (f) Any amendment to this Section 3.24 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.24, including amendments to add provisions relating to a successor servicer, may be entered into by the Seller, the Trustee, the Master Servicer and the Special Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement or the Trust Agreement. All reasonable costs and expenses (including attorneys’ fees) of each of the parties in the preceding sentence of any such amendment shall be borne solely by the Special predecessor Servicer. The parties hereto hereby acknowledge and agree that: (i) the Monthly Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Special Servicer payable only from cash flows and proceeds received under this Agreement for reimbursement of Monthly Advances and Servicing Advances only to the extent provided herein, and the Master Servicer, the Trustee and the Trust Fund are shall not, as a result of the existence of any Advance Facility, obligated or be liable to repay any Monthly Advances and/or Servicing Advances financed by Advance Financing Person; (ii) the Special Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for Monthly Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of this Agreement; and (iii) the Master Servicer and the Trustee shall not have any additional responsibility to track or monitor Advance Reimbursement Amounts or any Advance Facility, and, except as expressly provided in Section 3.21(c) above, is not and shall not be obligated to make any payment with respect to any Advance Reimbursement Amount. The Servicer hereby indemnifies the administration Trustee, the Trust Fund and any successor Servicer, as applicable, from and against any claims, losses, liabilities or damages resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct on the part of the financing agreement between Trustee or the Special successor Servicer, or failure by the successor Servicer or the Trustee to remit funds as required by this Agreement or the commission of an act or omission to act by the successor Servicer or the Trustee, and the passage of any Advance Financing Personapplicable cure or grace period, such that an Event of Termination under this Agreement occurs or such entity is subject to termination for cause under this Agreement.