Common use of Authority of Subservicer Clause in Contracts

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement and KRECM’s limitations of authority as master servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without receiving the prior written consent of KRECM: (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, or with respect to, any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to time; (iii) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith); (iv) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower or any owner of a Mortgaged Property with mezzanine financing; (v) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vi) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (vii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents); (ix) granting any consent to any request by a Borrower for approval to modify its organizational documents, excluding any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s consent, as determined in consultation with counsel; or (x) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents by reason of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s standard requirements. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM). (b) Regardless of whether the consent or approval of KRECM is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing and relates to the Subservicer’s obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the related Mortgage Loan documents.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement Agreement, the right of the Special Servicer to process Major Decisions and KRECMSpecial Servicer Decisions, and the Master Servicer’s limitations of authority as master servicer Master Servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without first notifying the Master Servicer in writing within two (2) Business Days after receiving notice of such action or the prior written consent of KRECMrelated Mortgagor’s request therefor: (i) granting any release or disbursement of (A) earnout or holdback amounts securing a Mortgage Loan (which means, for the avoidance of doubt, any disbursement or funding to a Mortgagor of previously funded (but held back), escrowed or otherwise reserved portion of the original loan proceeds of such Mortgage Loan) or (B) other than in accordance with the specific terms of, or upon satisfaction of, a Mortgage Loan, any other cash reserves or escrowed funds or other similar collateral (such as escrows for tax and insurance payments) securing a Mortgage Loan; (ii) any draw down of funds under, or any release, modification, amendment, alteration or renewal of, a letter of credit or other additional collateral related to any Mortgage Loan; (iii) any grant or withholding of consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSAPSA Section 8.3(h); (iiiv) any consent, modification, waiver, amendment ofor other action contemplated by PSA Sections 8.3(a) and 8.18, of or with respect to, to any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however(provided further, that Subservicer may waive late fees without the prior written consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time consents to timeleasing activity are subject to Section 2.03(a)(xi) below); (iiiv) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower Mortgagor or any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith) or, in connection with an assumption of any Mortgage Loan or any other transaction contemplated by PSA Section 8.7, waiving any requirement in the related Mortgage Loan documents to pay any fees or expenses (including any Rating Agency fees or general out-of-pocket expenses that include Rating Agency fees); (ivvi) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower Mortgagor or any owner of a Mortgaged Property with mezzanine financing; (vvii) any determination of whether or not to release any Insurance Proceeds or Condemnation Proceeds to the Mortgagor under any Mortgage Loan; (viii) any waiver of any Penalty Charges, Default Interest, Prepayment Premiums, Yield Maintenance Charges, or other prepayment charges under any Mortgage Loan; (ix) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vi) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (viix) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, Property or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viiixi) approving or granting any consent to leasing activity (including any subordination, non-disturbance standstill and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if except as provided for in the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents)paragraph below; (ixxii) granting any consent to any request by a Borrower Mortgagor for approval to incur additional indebtedness or to amend or modify its organizational documents, excluding any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s consent, as determined in consultation with counsel; or; (xxiii) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents documents by reason of any failure on the part of the related Borrower Mortgagor to maintain (A) any insurance policies required under the related Mortgage Loan documents, (B) an all-risk casualty insurance policy or an extended coverage insurance policy (with special form coverage) that does not contain any exclusion for (or a separate insurance policy that expressly provides coverage for) property damage resulting from a terrorist or similar act, or (C) insurance coverage for property damage resulting from a terrorist or similar act upon terms no less favorable than those in accordance with place as of the loan documents Closing Date; or (xiv) permitting, or Subservicer’s standard requirementsgranting or withholding consent to, or performing a modification to permit, a Principal Prepayment of a Mortgage Loan. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed exclusively by the Special ServicerServicer under the terms of the PSA, the Subservicer shall deliver to KRECM the Master Servicer the related BorrowerMortgagor’s request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM the Master Servicer and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which performed by the Master Servicer under the applicable PSA is to be performed by KRECMterms of the PSA, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM the Master Servicer (which consent (x) may be in the form of an asset business plan approved in writing by KRECM the Master Servicer and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholderthe Loan-Specific Directing Holder, if applicable, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECMthe Master Servicer), except that the Subservicer may, without the Master Servicer’s prior written consent, process any routine leasing activity described in Section 2.03(a)(xi) with respect to a Mortgage Loan approval of routine leasing activities that does not (a) involve a ground lease or an outparcel or affect an area greater than or equal to the greater of (i) 10% of leasable space or (ii) 20,000 square feet, (b) is not for over 50,000 square feet, or (c) does not otherwise constitutes a “major lease” or “material lease,” if applicable, under the related Mortgage Loan documents. Without limiting the foregoing, any Restricted Servicing Action with respect to Principal Prepayments contemplated by Section 2.03(a)(xiv) shall be administered pursuant to Section 3.01(c). (b) Regardless of whether the consent or approval of KRECM the Master Servicer is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing is directed by the Master Servicer and relates to the Subservicer’s obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the related a Mortgage Loan documentsLoan.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement and KRECM’s limitations of authority as master servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without receiving the prior written consent of KRECM: (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, or with respect to, any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to time; (iii) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith); (iv) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower or any owner of a Mortgaged Property with mezzanine financing; (v) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vi) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (vii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents); (ix) granting any consent to any request by a Borrower for approval to modify its organizational documents, excluding any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s consent, as determined in consultation with counsel; or (x) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents by reason of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s standard requirements. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM). (b) Regardless of whether the consent or approval of KRECM is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing and relates to the Subservicer’s obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the related Mortgage Loan documents.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement herein and subject to the terms of this Agreement and KRECMthe Master Servicer’s limitations of authority as master servicer Master Servicer under the applicable PSA, in performing its obligations under this Agreementhereunder, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without receiving obtaining the prior written consent of KRECM:the Master Servicer (which consent may be in the form of an asset business plan approved in writing by the Master Servicer and shall be subject to the prior approval of the Special Servicer or the Directing Holder, if so required under the PSA, which approvals shall be requested by the Master Servicer): (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, waiver or with respect to, any Mortgage Loanamendment, whether or not material, including but not limited of or with respect to any Mortgage Loan, including, without limitation, any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the relate to any waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written or granting of consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to timeunder a “due-on-sale” or “due-on-encumbrance” clause; (iiiii) the granting or withholding of consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any of an owner of a Mortgaged Property (including and entering into any assumption agreement in connection therewith); (iviii) the granting or withholding of consent to any request for approval to encumber a Borrower or Mortgaged Property with place subordinate or other financing or to encumber any interest in any Borrower or any owner of on a Mortgaged Property with mezzanine financingProperty; (iv) the determination of whether or not to release proceeds of condemnation or casualty insurance to the Borrower under any Mortgage Loan; (v) the waiver of any Penalty Charge or Prepayment Premium under any Mortgage Loan; (vi) the waiver of any late Penalty Charges in connection with any delinquent scheduled payment or Balloon Payment with respect to any Mortgage Loan; (vii) any action to initiate, prosecute and manage foreclosure proceedings or and other legal proceedings related thereto in connection with any Mortgage Loan; (viviii) with respect to any the permitting of or modification of a Mortgage Loan that is an ARD to permit a Principal Prepayment of a Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (Loan on a date other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (vii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required its Due Date unless otherwise permitted under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents)Loan Documents; (ix) any action requiring the consent of the Master Servicer, the Directing Holder, the Trustee, the Certificate Administrator or the Special Servicer under the PSA; (x) the granting any or withholding consent to any request by a Borrower for approval to modify its organizational documents, excluding defeasance of any amendments by Mortgage Loan; (xi) the Borrower to modify its organizational documents in connection with granting of any permitted transfers not requiring Lender’s consent, as determined in consultation approval or direction regarding the termination of (a) the related property manager or the designation of any replacement property manager or (b) with counselrespect to a hospitality property, the franchise or the designation of a new franchise; or (xxii) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents by reason authorizing of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s standard requirements. With respect to any Restricted Servicing Action which Transfer Event under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s request therefor Section 3.23(a) and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be as defined in the form definition of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM)Specially Serviced Loan. (b) Regardless of whether the consent or approval of KRECM the Master Servicer is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing and relates to the Subservicer’s perform its obligations under this AgreementAgreement in the manner as may be directed by the Master Servicer; provided, however, that the Subservicer shall not be obligated to take or refrain from taking follow any such action direction to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or Property, (ii) a violation of any term or provision of a Mortgage Loan, or (iii) a violation of Accepted Subservicing Practices. For the related Mortgage Loan documentsavoidance of doubt, if the Subservicer is required to obtain the consent of the Special Servicer or the Directing Holder or otherwise consult with the Special Servicer or the Directing Holder, the Subservicer shall do so through the Master Servicer. The Master Servicer shall be responsible for obtaining the consent of or consulting with the Special Servicer or the Directing Holder.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement and KRECM’s 's limitations of authority as master servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “"Restricted Servicing Action”") with respect to any Mortgage Loan without receiving the prior written consent of KRECM: (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, or with respect to, any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written consent of KRECM based on if (A) the Memorandum related Borrower has had a clean payment history since KRECM has been the master servicer of Understanding Regarding Late Fees between KRECM the Mortgage Loan, no additional consents are required and Subservicer dated October 25, 2012, which may be revised from time to timethere are no outstanding compliance matters or funds due or (B) the related Borrower has previously received only one late fee waiver with an otherwise clean payment history and the Borrower signs up for auto-debit; (iii) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith); (iv) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower or any owner of a Mortgaged Property with mezzanine financing; (v) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vi) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (vii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s 's prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement 's requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents); (ix) granting any consent to any request by a Borrower for approval to modify its organizational documents, excluding any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s 's consent, as determined in consultation with counsel; or (x) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents documents by reason of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s 's standard requirements. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s 's request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM). (b) Regardless of whether the consent or approval of KRECM is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing and relates to the Subservicer’s 's obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the related Mortgage Loan documents.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement and KRECM’s limitations of authority as master servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without receiving the prior written consent of KRECM: (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, or with respect to, any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to time; (iii) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith); (iv) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower or any owner of a Mortgaged Property with mezzanine financing; (v) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vi) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (vii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents); (ix) granting any consent to any request by a Borrower for approval to modify its organizational documents, excluding any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s consent, as determined in consultation with counsel; or (x) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents by reason of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s standard requirements. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM). (b) Regardless of whether the consent or approval of KRECM is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing and relates to the Subservicer’s obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the related Mortgage Loan documents.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement herein and subject to the terms of this Agreement and KRECM’s the Master Servicer's limitations of authority as master servicer Master Servicer under the applicable PSA, in performing its obligations under this Agreementhereunder, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any the Mortgage Loan without receiving obtaining the prior written consent of KRECM:the Master Servicer (which consent (i) may be in the form of an asset business plan approved in writing by the Master Servicer; (ii) shall not be unreasonably withheld; (iii) shall be subject to the prior approval of, the Special Servicer, the Directing Certificateholder, or a Companion Holder or obtaining a Rating Agency Confirmation (which approvals or confirmation may be in such party's sole discretion), if so required under the PSA, which approvals shall be requested by the Master Servicer; and (iv) shall be consented to or denied by the Master Servicer within ten (10) Business Days following the receipt by the Master Servicer of the information described in clause (i) along with relevant supporting information (but, in the case of a consent, such consent may be conditioned on any approvals described in clause (iii) of this paragraph)): (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, waiver or with respect to, any Mortgage Loanamendment, whether or not material, including but not limited of or with respect to the Mortgage Loan, including, without limitation, any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any the Mortgage Loan or the relate to any waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written or granting of consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to timeunder a “due-on-sale” or “due-on-encumbrance” clause; (iiiii) the granting or withholding of consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any of an owner of a Mortgaged Property (including and entering into any assumption agreement in connection therewith); (iviii) the granting or withholding of consent to any request for approval to encumber a Borrower or Mortgaged Property with place subordinate or other financing or to encumber any interest in any Borrower or any owner of on a Mortgaged Property with mezzanine financingProperty; (iv) the determination of whether or not to release proceeds of condemnation or casualty insurance to the Mortgagor under the Mortgage Loan; (v) the waiver of any Penalty Charge (except to the extent Subservicer is entitled to retain such Penalty Charge as Additional Servicing Compensation hereunder) or prepayment premium under the Mortgage Loan; (vi) any action to initiate, prosecute and manage foreclosure proceedings or and other legal proceedings related thereto in connection with any the Mortgage Loan; (vivii) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment permitting of, or modification of the waiver Mortgage Loan to permit, a Principal Prepayment of all the Mortgage Loan on a date other than its Due Date. In the event of a breach of this Section 2.03(a)(vii) by the Subservicer, on or any portion ofbefore 1:00 p.m. Eastern Time on the Subservicer Remittance Date following such breach, the accrued Excess Interest; (vii) any termination or replacement, or consent Subservicer shall remit to the termination or replacementMaster Servicer, of pursuant to wiring instructions from the Master Servicer, the Compensating Interest Payment required under PSA Section 3.19(a) in connection with such Principal Prepayment (unless such breach is based solely on the fact that the Mortgage Loan documents permit such a property manager with respect voluntary Principal Prepayment and do not permit the Subservicer to any Mortgaged Property, or any termination or change, or consent prevent such a voluntary Principal Prepayment). If such Compensating Interest Payment is not remitted to the termination or changeMaster Servicer by 1:00 p.m. on the Subservicer Remittance Date, of then the franchise affiliation with respect Subservicer shall also remit to any hospitality property the Master Servicer interest on such Compensating Interest Payment at the Reimbursement Rate from and including such Subservicer Remittance Date but excluding the date that in whole or in part constitutes any Mortgaged Propertysuch Compensating Interest Payment is received by the Master Servicer; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if action requiring the consent of any third party other than the Master ServicerServicer or requiring the Master Servicer to obtain the consent of the Directing Certificateholder, KRECM, is not required the Trustee or the Special Servicer under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents); (ix) the granting any or withholding consent to any request by a Borrower for approval to modify its organizational documents, excluding defeasance of the Mortgage Loan; (x) the granting of any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s consent, as determined in consultation approval or direction regarding the termination of (a) the related property manager or the designation of any replacement property manager or (b) with counselrespect to a hospitality property, the franchise or the designation of a new franchise; or (xxi) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents by reason authorization of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s standard requirements. With respect to any Restricted Servicing Action which Transfer Event under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM)Section 3.21. (b) Regardless of whether the consent or approval of KRECM the Master Servicer is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any reasonable action that KRECM directs in writing and is directed by the Master Servicer which relates to the Subservicer’s 's obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan or any Mortgaged Property or Property; (ii) may cause a violation of any term or provision of a Mortgage Loan; (iii) materially expands the related Mortgage Loan documentsscope of the Subservicer's responsibilities under this Agreement; or (iv) is inconsistent with the requirements of the PSA, including the Servicing Standard.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement and KRECM’s the Master Servicer's limitations of authority as master servicer Master Servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that but the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without receiving obtaining the prior written consent of KRECM:the Master Servicer (which consent: (I) may be in the form of an asset business plan approved in writing by the Master Servicer; (II) shall not be unreasonably withheld; (III) shall be subject to the prior approval of the Special Servicer, the Directing Certificateholder, the Rating Agencies and any other Person if so required under the PSA, which approvals shall be requested by the Master Servicer; and (IV) shall be consented to or denied by the Master Servicer within ten (10) Business Days following the receipt by the Master Servicer of the information described in clause (I) above along with relevant supporting information (but, in the case of a consent, such consent may be conditioned on any approval described in clause (III) above)): (i) any releases or disbursements of reserve funds or related letters of credit with respect to a Mortgaged Property securing a Mortgage Loan (other than where (x) such Mortgage Loan is not listed on PSA Schedule 12 and (y) the underlying Mortgage Loan documents in connection with such release or disbursement provide that such release or disbursement is automatic based on certain conditions set forth in such Mortgage Loan documents); (ii) any application of reserve funds or letters of credit proceeds to reduce the principal balance of any Mortgage Loan unless otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law, or the Accepted Subservicing Practices; (iii) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSAPSA Section 3.20; (iiiv) any consent, modification, waiver, amendment ofor other action contemplated by PSA Sections 3.08 or 3.20, of or with respect to, to any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights rights, or prepayment provisions or the substitution, full or partial release release, or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to timeLoan; (iiiv) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower Mortgagor or any owner of a Mortgaged Property (including and entering into any assumption agreement in connection therewith); (ivvi) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower Mortgagor or any owner of a Mortgaged Property with mezzanine financing; (vvii) any determination of whether or not to release any Insurance Proceeds and Condemnation Proceeds to the Mortgagor under any Mortgage Loan; (viii) any waiver of any Penalty Charge (except to the extent the Subservicer is entitled to retain such Penalty Charge as Additional Subservicing Compensation hereunder), Prepayment Premium or Yield Maintenance Charge under any Mortgage Loan; (ix) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vix) with respect to any Mortgage Loan that is has an ARD Mortgage Loananticipated repayment date, after its Anticipated Repayment Datesuch date, taking any enforcement action (prior to the date on which all principal and accrued interest have been paid, other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interestadditional or excess interest in respect of such Mortgage Loan; (viixi) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes for any Mortgaged Property; (viii) approving Property operated as a hospitality property, or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents)activity; (ixxii) granting any consent to any request by a Borrower Mortgagor for approval to modify its organizational documents, excluding any amendments by the Borrower incur additional indebtedness or to amend or modify its organizational documents (other than, in connection with any permitted transfers each case, where the action is not requiring Lender’s consent, as determined in consultation with counsel; orconditioned on obtaining the consent of the lender); (xxiii) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents documents by reason of any failure on the part of the related Borrower Mortgagor to maintain any insurance policies required under the related Mortgage Loan documents; (xiv) any waiver of any requirement in the related Mortgage Loan documents to pay any fees or expenses, including any Rating Agency fees or general out-of-pocket expenses that include Rating Agency fees, in connection with an assumption of any Mortgage Loan for which Rating Agency consent is required pursuant to PSA Section 3.08 (except for any fees that the Subservicer is entitled to retain as Additional Subservicing Compensation hereunder); or (xv) permitting, or performing a modification to permit, a Principal Prepayment of a Mortgage Loan on a date other than its Due Date. (b) Notwithstanding anything in Section 2.03(a) to the contrary (other than as described in Section 2.03(b)(vi) below with respect to defeasance transactions), the Subservicer shall not be required to seek the consent of the Master Servicer in order to approve the following modifications, waivers, or amendments of any Mortgage Loan: (i) approve routine leasing activity (including any subordination, standstill and attornment agreements) with respect to any lease for less than the lesser of (A) 20,000 square feet and (B) 20% of the related Mortgaged Property; (ii) approve a change of the property manager at the request of the related Mortgagor, provided that (A) the successor property manager is not affiliated with Mortgagor and is a nationally or regionally recognized manager of similar properties, (B) the related Mortgage Loan does not have an outstanding principal balance in excess of $5,000,000 and (C) the subject Mortgaged Property does not secure a Serviced Companion Loan; (iii) approve any waiver affecting the timing of receipt of financial statements from any Mortgagor, provided that such financial statements are delivered no less than quarterly and within 60 days of the end of the calendar quarter; (iv) approve annual budgets for the related Mortgaged Property, provided that no such budget (A) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (B) provides for the payment of any material expenses to any affiliate of the Mortgagor (other than the payment of a management fee to any property manager if such management fee is no more than the management fee in effect on the Cut-Off Date); (v) subject to other restrictions herein regarding Principal Prepayments, waive any provision of a Mortgage Loan requiring a specified number of days notice prior to a Principal Prepayment; (vi) subject to the Master Servicer's approval under Section 2.03(a)(iii), approve modifications, consents or waivers in connection with a defeasance permitted by the terms of the related Mortgage Loan if the Subservicer obtains an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Mortgagor) to the effect that such modification, waiver or consent would not cause any REMIC to fail to qualify as a REMIC under the Code or result in a "prohibited transaction" under the REMIC Provisions; (vii) consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or right-of-way, provided that the Subservicer determines in accordance with the Servicing Standard that such easement or right-of-way will not materially interfere with the then-current use of the related Mortgaged Property, the security intended to be provided by such Mortgage, or the related Mortgagor's ability to repay the Mortgage Loan, or materially or adversely affect the value of such Mortgaged Property or cause the Mortgage Loan to cease to be a "qualified mortgage" for REMIC purposes; (viii) to the extent the Master Servicer is permitted under the PSA, including PSA Section 3.02(a), waiving any Late Payment Charges or Default Interest in connection with any delinquent payment on any Mortgage Loan serviced under this Agreement; and (ix) to the extent the Master Servicer is permitted under, and subject to the terms of, PSA Section 3.08(f), processing initial syndications of tenant-in-common interests that are specifically permitted by and in accordance with the related loan documents for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Subservicer’s standard requirements. With respect to any Restricted Servicing Action Serviced Whole Loan, that is not a Specially Serviced Mortgage Loan (in which under the applicable PSA is to be performed exclusively by the Special Servicer, event the Subservicer shall deliver to KRECM the Special Servicer (with a copy to the Master Servicer) the notices and information required to be delivered by the Master Servicer under such PSA Section 3.08(f)); provided however, if the Mortgage Loan is a Serviced Whole Loan, the Subservicer must provide written notice of such modification, waiver and amendment to the holder of the related Borrower’s request therefor Serviced Companion Loan to the extent required under the related Co-Lender Agreement; provided further, that any such modification, waiver or amendment (w) would not in any way affect a payment term of the Certificates, (x) would not constitute a "significant modification" of such Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event or Adverse Grantor Trust Event (y) agreeing to such modification, waiver or amendment would be consistent with Accepted Subservicing Practices, and (z) agreeing to such modification, waiver or amendment will not otherwise violate the terms, provisions or limitations of this Agreement or any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM document contemplated hereby. The Subservicer shall (x) promptly notify the Master Servicer and the Special Servicer of any requests not subject to this Section 2.03(b) or PSA Section 3.20(a) and for which the Special Servicer is responsible pursuant to PSA Section 3.20 and (y) deliver to the Master Servicer and the Special Servicer (which delivery may be by electronic transmission in a format acceptable to the Subservicer, the Master Servicer and the Special Servicer) a copy of the request, and all information in the possession of the applicable Servicer that the Special Servicer may reasonably request related thereto. The Subservicer shall not have any obligation acknowledges and agrees that other than with respect to process modifications, waivers and consents specifically described in the prior paragraph, the Subservicer will forward all requests for modifications, waivers and consents (upon its receipt of notice of such request or requests) along with copies of the relevant Mortgage Loan documents to obtain any consent or approval from the Master Servicer and the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the The Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of reasonably cooperate with the Special Servicer, Servicer and shall provide the Special Servicer with any required Certificateholder, additional information from the Rating Agencies and any other Person if so required under related Credit File that the applicable PSA, which approvals shall be requested by KRECM)Special Servicer reasonably may request. (bc) Regardless of whether the consent or approval of KRECM the Master Servicer is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any reasonable action that KRECM directs in writing is directed by the Master Servicer and relates to the Subservicer’s 's obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause action: (i) may cause a violation of applicable laws, regulations, codes, ordinances, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or Property; (ii) may cause a violation of any term or provision of a Mortgage Loan; or (iii) materially expands the related Mortgage Loan documentsscope of the Subservicer's responsibilities under this Agreement or is inconsistent with the requirements of this Agreement or the PSA, including the Servicing Standard.

Authority of Subservicer. (a) Except as otherwise provided in this Agreement and subject to the terms of this Agreement and KRECM’s limitations of authority as master servicer under the applicable PSA, in performing its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan without receiving the prior written consent of KRECM: (i) granting or withholding consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with the applicable PSA; (ii) any consent, modification, waiver, amendment of, or with respect to, any Mortgage Loan, whether or not material, including but not limited to any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any collateral for any Mortgage Loan or the waiver of any late fees to the extent permitted in the applicable PSA, provided, however, that Subservicer may waive late fees without the prior written consent of KRECM based on the Memorandum of Understanding Regarding Late Fees between KRECM and Subservicer dated October 25, 2012, which may be revised from time to time; (iii) granting or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Borrower or any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith); (iv) granting or withholding consent to any request for approval to encumber a Borrower or Mortgaged Property with subordinate or other financing or to encumber any interest in any Borrower or any owner of a Mortgaged Property with mezzanine financing; (v) any action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with any Mortgage Loan; (vi) with respect to any Mortgage Loan that is an ARD Mortgage Loan, after its Anticipated Repayment Date, taking any enforcement action (other than requests for collection) for the payment of, or the waiver of all or any portion of, the accrued Excess Interest; (vii) any termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property, or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality property that in whole or in part constitutes any Mortgaged Property; (viii) approving or granting any consent to leasing activity (including any subordination, non-disturbance and attornment agreement) with respect to any Mortgaged Property (but not including confirmations that a lease does not require consent), provided, however, if the consent of any third party other than the Master Servicer, KRECM, is not required under the PSA, then Subservicer may approve or consent, without KRECM’s prior written consent, to a borrower’s Amended & Restated Master Subservicing Agreement EXECUTION VERSION requested leasing activity (including but not limited to approving the execution, termination or renewal of the applicable lease, subordination, non-disturbance and attornment agreement and/or other related documents); (ix) granting any consent to any request by a Borrower for approval to modify its organizational documents, excluding any amendments by the Borrower to modify its organizational documents in connection with any permitted transfers not requiring Lender’s consent, as determined in consultation with counsel; or (x) any determination with respect to a Mortgage Loan as to whether a default has occurred under the related Mortgage Loan Documents by reason of any failure on the part of the related Borrower to maintain insurance policies in accordance with the loan documents or Subservicer’s standard requirements. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed exclusively by the Special Servicer, the Subservicer shall deliver to KRECM the related Borrower’s request therefor and any other documents or information related thereto in its possession or otherwise reasonably requested by KRECM and the Subservicer shall not have any obligation to process such request or to obtain any consent or approval from the Special Servicer. With respect to any Restricted Servicing Action which under the applicable PSA is to be performed by KRECM, the Subservicer shall not perform such action without obtaining the prior written consent of KRECM (which consent (x) may be in the form of an asset business plan approved in writing by KRECM and (y) shall be subject to the prior approval of the Special Servicer, any required Certificateholder, the Rating Agencies and any other Person if so required under the applicable PSA, which approvals shall be requested by KRECM). (b) Regardless of whether the consent or approval of KRECM is required pursuant to this Agreement, the Subservicer shall take or refrain from taking any action that KRECM directs in writing and relates to the Subservicer’s obligations under this Agreement; provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause (i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property or (ii) a violation of any term or provision of the related Mortgage Loan documents.