Common use of Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans Clause in Contracts

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan Loans and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsAgreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Whole Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any Property Advance on such Whole Loan. If pursuant to the foregoing sentence, the Master Servicer or the Trustee does not intend to make a Property (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year. (g) The parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the respective Co-Lender Agreement. (h) To the extent required under the any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender AgreementsCertificateholders) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related (and, with respect to the Americold Pool Loan, the Co-Lender Agreement or mezzanine loan intercreditor agreementAgreement), the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, or through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standardreasonable judgment, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements)Certificateholders, including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator Certificateholders and the Custodian Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 of this Agreement3.27, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanFile; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 of this Agreement or in Section 3.03 of this Agreement3.27 hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors Borrowers any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment Each of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. The Master Servicer and Special Servicer agree to administer and enforce the terms of the Co-Lender Agreement on behalf of the Trustee and the Trust Fund in accordance with the Servicing Standard. Notwithstanding the foregoing, the Master Servicer and the Special Servicer shall not be required to take any action with respect to the Americold Pool Loan which would conflict with the terms of the Co-Lender Agreement or the servicing of the Americold Loan and Other Americold Loan under the Series 1998-XX XX Pooling Agreement. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with U.S. Treasury Regulations Section 1.860G-2(a)(8)(ii) obligations (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Each of the Master Servicer and the Special Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) no sub-servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Sections 3.09, 3.10, 3.26 and 3.27, and (iii) such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02. The Special Servicer may not enter into SubAny sub-Servicing Agreements. Any Sub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer or the Special Servicer, as the case may be, and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c) ), subject to the right of this Agreementtermination by the Trustee set forth in Section 3.01(c). In such event, the Trustee or the successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest 's or the Special Servicer's interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, except that the Master Servicer or Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable. In the event that the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee, or such successor Master Servicer or Special Servicer, as applicable, the Master Servicer or Special Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer or Special Servicer, as applicable, all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer or Special Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans the Loan Combination that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than and the Non-Serviced Trust Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Interest on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole Loanthe Loan Combination, for the benefit on behalf of the Certificateholders and the related Companion Loan Holders Non-Trust Mortgage Interest Holder as a collective whole as if such Certificateholders and Companion Loan Holders Non-Trust Mortgage Interest Holder constituted a single lender, it being understood that the interest of the Non-Trust Mortgage Interest is a subordinate interest, subject to the terms and conditions of the Co-Lender AgreementsIntercreditor Agreement) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole the Loan Combination and, in the case of the Serviced Whole LoansLoan Combination, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender the Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than and the Non-Serviced Trust Mortgage Loans) and the Serviced Companion LoansInterest. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loanthe Loan Combination, the related Companion Loan Non-Trust Mortgage Interest Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loanthe Loan Combination, the related Companion Loan Non-Trust Mortgage Interest Holder constituted a single lender, it being understood that the interest of the Non-Trust Mortgage Interest is a subordinate interest, subject to the terms and conditions of the Co-Lender AgreementsIntercreditor Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion LoanNon-Trust Mortgage Interest, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan HoldersNon-Trust Mortgage Interest Holder, the Trustee[, the Certificate Administrator Administrator] and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanNon-Trust Mortgage Interest; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loansthe Non-Trust Mortgage Interest) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee[, the Certificate Administrator], the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan Non-Trust Mortgage Interest except under the circumstances described in Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than and the Non-Serviced Trust Mortgage Loans) and the Serviced Companion Loans Interest in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements Intercreditor Agreement and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee Trustee[, the Certificate Administrator] or the Custodian to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee Trustee[, the Certificate Administrator] and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee Trustee[, the Certificate Administrator] and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the or Non-Serviced Trust Mortgage Loans) or Serviced Companion Loan Interest, on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan Non-Trust Mortgage Interest being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan Non-Trust Mortgage Interest as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, Standard and (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Request or a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee[, the Certificate Administrator], the Custodian, the Operating Trust Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole the Loan Combination is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersNon-Trust Mortgage Interest Holder under the Intercreditor Agreement, includingincluding with respect to: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loanthe Loan Combination, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Non-Trust Mortgage Interest Holder; , (ii) with respect to the allocation of expenses and losses relating to such Whole the Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and Non-Trust Mortgage Interest Holder, (iii) the right of the Non-Trust Mortgage Interest Holder to purchase the related Mortgage Loan, (iv) the right of the Non-Trust Mortgage Interest Holder to cure certain defaults, (v) the consent, consultation and approval rights of the related Companion Loan Non-Trust Mortgage Interest Holder or its Companion Loan and (vi) the right of the Non-Trust Mortgage Interest Holder Representative. With to post collateral to offset any Appraisal Reduction Amount with respect to any Serviced Whole Loan, the Loan Combination. The Master Servicer (if such Serviced Whole the Loan is Combination has not become a non-Specially Serviced LoanMortgage Loan and has not been converted to an REO Property) or the Special Servicer (if such Serviced Whole the Loan Combination has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion the Non-Trust Mortgage Interest Holder and the Loan Combination Directing Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the Intercreditor Agreement. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on the Non-Trust Mortgage Interest and (b) if the Mortgage Loan (or the related Co-Lender Agreement and/or REO Property) that is part of the Loan Combination is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as set forth hereinthe case may be, shall have any obligation to make any Property Advance on the Loan Combination. In If pursuant to the event of any conflict between this Agreement and a Co-Lender Agreementforegoing sentence, the terms of such Co-Lender Agreement shall control Master Servicer or the Trustee does not intend to make a Property Advance with respect to the Loan Combination that the Master Servicer or the Trustee would have made if the related Serviced Whole LoanMortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the Non-Trust Mortgage Interest of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to the Loan Combination is removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the Non-Trust Mortgage Interest Holder (or the master servicer of any securitization of the Non-Trust Mortgage Interest) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year. (g) To the extent required under the any Loan Documents, the Master Servicer or the Special Servicer, as applicable, shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for Certificateholders other than the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders Class M and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender AgreementsClass MX Certificateholders) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreementAgreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, or through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standardreasonable judgment, in the best interests of the Certificateholders and, in other than the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms Class M and conditions of the Co-Lender Agreements)Class MX Certificateholders, including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders (other than the Class M and Class MX Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator ) and the Custodian Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 of this Agreement3.27, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanFile; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 3.27 or the definition of this Agreement or in Section 3.03 of this AgreementExtended Monthly Payment hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors Borrowers any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment Each of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan (other than or the Non-Serviced Mortgage Loans) or Serviced Companion Marriott Desert Springs Parent Loan on a date other than a Due Date, Date to the principal balance of such Mortgage Loan or the Marriott Desert Springs Parent Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with U.S. Treasury Regulations Section 1.860G-2(a)(8)(ii) obligations (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Each of the Master Servicer and the Special Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) no sub-servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Sections 3.09, 3.10 3.26, 3.27, or the definition of Extended Monthly Payment, and (iii) such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02. The Special Servicer may not enter into SubAny sub-Servicing Agreements. Any Sub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer or the Special Servicer, as the case may be, and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c) ), subject to the right of this Agreementtermination by the Trustee set forth in Section 3.01(c). In such event, the Trustee or the successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest 's or the Special Servicer's interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, except that the Master Servicer or Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable. In the event that the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee, or such successor Master Servicer or Special Servicer, as applicable, the Master Servicer or Special Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer or Special Servicer, as applicable, all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer or Special Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Trust Loans and each Companion Loan related to respective Non-Serviced Trust Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit Certificateholders, on behalf of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement intercreditor agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Trust Loans) and the Serviced Companion Loans). Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator Certificateholders and the Custodian Trustee or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Trust Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Trust Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced the Whole Loans Loan that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Loan on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced the Whole Loan, for the benefit on behalf of the Certificateholders and the related Companion Loan Holders Holder as a collective whole as if such Certificateholders and Companion Loan Holders Holder constituted a single lender, it being understood that the interest of the Companion Loan is a subordinate interest, subject to the terms and conditions of the Co-Lender AgreementsIntercreditor Agreement) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced the Whole Loan and, in the case of the Serviced Whole LoansLoan, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender the Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion LoansLoan. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced the Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced the Whole Loan, the related Companion Loan Holder constituted a single lender, it being understood that the interest of the Companion Loan is a subordinate interest, subject to the terms and conditions of the Co-Lender AgreementsIntercreditor Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan HoldersHolder, the Trustee, the Certificate Administrator and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced the Companion LoansLoan) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee, the Certificate Administrator, the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans Loan in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements Intercreditor Agreement and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee Trustee, the Certificate Administrator or the Custodian to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee Trustee, the Certificate Administrator and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee Trustee, the Certificate Administrator and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan Loan, on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, Standard and (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Request or a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the TrusteeServicer. Any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced the Whole Loan is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Intercreditor Agreement, includingincluding with respect to: (i) with respect to the allocation of collections on or in respect of such Serviced the Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; , (ii) with respect to the allocation of expenses and losses relating to such the Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the Companion Loan Holder, (iii) the right of the Companion Loan Holder to purchase the related Mortgage Loan, (iv) the right of the Companion Loan Holder to cure certain defaults, (v) the consent, consultation and approval rights of the Companion Loan Holder and (iiivi) the consultation rights right of the related Companion Loan Holder or its Companion Loan Holder Representative. With to post collateral to offset any Appraisal Reduction Amount with respect to any Serviced the Whole Loan, the . The Master Servicer (if such Serviced the Whole Loan is has not become a non-Specially Serviced LoanMortgage Loan and has not been converted to an REO Property) or the Special Servicer (if such Serviced the Whole Loan has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such the Companion Loan Holder and the Whole Loan Directing Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the Intercreditor Agreement. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on the Companion Loan and (b) if the Mortgage Loan (or the related Co-Lender Agreement and/or REO Property) that is part of the Whole Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as set forth hereinthe case may be, shall have any obligation to make any Property Advance on the Whole Loan. In If pursuant to the event of any conflict between this Agreement and a Co-Lender Agreementforegoing sentence, the terms of such Co-Lender Agreement shall control Master Servicer or the Trustee does not intend to make a Property Advance with respect to the Whole Loan that the Master Servicer or the Trustee would have made if the related Serviced Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to the Whole Loan is removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the Companion Loan Holder (or the master servicer of any securitization of the Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year. (g) To the extent required under the any Loan Documents, the Master Servicer or the Special Servicer, as applicable, shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Performing Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Intercreditor Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan Loans and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Intercreditor Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections Section 3.07, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee, the Certificate Administrator, the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections Section 3.07, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Intercreditor Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee Trustee, the Certificate Administrator or the Custodian to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee Trustee, the Certificate Administrator and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee Trustee, the Certificate Administrator and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the TrusteeServicer. Any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan Loans involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Intercreditor Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Performing Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth hereinIntercreditor Agreement. In the event of any conflict between this Agreement and a Co-Lender an Intercreditor Agreement, the terms of such Co-Lender Intercreditor Agreement shall control with respect to the related Serviced Whole Loan. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Whole Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any Property Advance on such Whole Loan. If pursuant to the foregoing sentence, the Master Servicer or the Trustee does not intend to make a Property Advance with respect to a Whole Loan that the Master Servicer or the Trustee would have made if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the related Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Whole Loan is removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the related Companion Loan Holder (or the master servicer of any securitization of the related Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year. (g) To the extent required under the any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements Mortgage Loan documents and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole To the extent required under the any Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole LoanDocuments, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or shall, on behalf of the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all noticeslender, reports, statements and communications to be delivered by the holder of maintain a Note register for the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage in accordance with such Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole LoanDocuments.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, taking into account the subordinate nature of the related Subordinate Companion Loan, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, taking into account the subordinate nature of the related Subordinate Companion Loan, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) the right of the Subordinate Companion Loan Holder to purchase the related Mortgage Loan; (iii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (iv) the right of the related Subordinate Companion Loan Holder to cure certain defaults; (v) the consent and approval of the Subordinate Companion Loan Holder prior to a Whole Loan Control Appraisal Event; (iiivi) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative; and (vii) the right of the related Subordinate Companion Loan Holder to post collateral to offset any Appraisal Reduction Amount with respect to the related AB Whole Loan. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced the Whole Loans that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Loan on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole Loan, for the benefit on behalf of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, it being understood that the interest of the Companion Loans are subordinate interests, subject to the terms and conditions of the Co-Lender Intercreditor Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan Loans and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, it being understood that the interests of the Companion Loans are subordinate interests, subject to the terms and conditions of the Co-Lender Intercreditor Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections Section 3.07, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee, the Certificate Administrator, the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections Section 3.07, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Intercreditor Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer, Special Servicer or Special Servicer any Subservicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee Trustee, the Certificate Administrator or the Custodian to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee Trustee, the Certificate Administrator and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee Trustee, the Certificate Administrator and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Request or a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the TrusteeServicer. Any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Intercreditor Agreement, includingincluding with respect to: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; Holders, (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and Holders, (iii) the right of the Companion Loan Holder to purchase the related Mortgage Loan, (iv) the right of the related Companion Loan Holder to cure certain defaults, (v) the consent, consultation and approval rights of the related Companion Loan Holder or its and (vi) the right of the related Companion Loan Holder Representativeto post collateral to offset any Appraisal Reduction Amount with respect to the related Whole Loan. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced the Whole Loan is has not become a non-Specially Serviced LoanMortgage Loan and has not been converted to an REO Property) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder and the related Whole Loan Directing Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth hereinIntercreditor Agreement. In the event of any conflict between this Agreement and a Co-Lender an Intercreditor Agreement, the terms of such Co-Lender Intercreditor Agreement shall control with respect to the related Serviced Whole Loan. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Whole Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any Property Advance on such Whole Loan. If pursuant to the foregoing sentence, the Master Servicer or the Trustee does not intend to make a Property Advance with respect to a Whole Loan that the Master Servicer or the Trustee would have made if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the related Companion Loan of its intention to no longer make such Property Advances and shall (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year. (g) To the extent required under the any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans (other than the Non-Serviced Mortgage LoansLoan and the Companion Loan related to the Non-Serviced Mortgage Loan, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole Loan, for the benefit on behalf of the Certificateholders and the related Companion Loan Holders Noteholders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreementswhole) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Serviced Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans) Loan and the Serviced Companion LoansLoan related thereto). Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case and holders of a Serviced Whole Loan, the related Companion Loan Holder Loans (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreementswhole), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced related Companion Loan Holders, the Trustee, the Certificate Administrator Noteholders and the Custodian Trustee or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement3.27, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement 3.27 hereof or in Section 3.03 of this Agreement3.03(a) hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans and the Companion Loans (other than the Non-Serviced Mortgage Loans) Loan and the Serviced Companion Loans Loan related thereto) in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Intercreditor Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Pursuant to the terms of the Intercreditor Agreements relating to the Whole Loans that have a Mezz Cap B Loan as its Companion Loan, it is contemplated that the Mortgagor under such Whole Loan and its related Mezz Cap B Loan will remit payments on such Whole Loan to the Master Servicer hereunder, and for each Mezz Cap B Loan that has been securitized and for each Mezz Cap B Loan that is securitized in the future, the related Mortgagor will remit payments on such Mezz Cap B Loans directly to the servicer for such securitizations; provided, however, that under the circumstances identified in the related Intercreditor Agreements, the Mortgagor under each Mezz Cap B Loan (even after such Mezz Cap B Loan has been securitized) will be required to remit payments on such Mezz Cap B Loan directly to the Master Servicer under this Agreement. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s 's written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s 's name without indicating the Master Servicer’s 's or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans) Loan or Serviced the Companion Loan related thereto), on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, Agreement and (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. Notwithstanding anything to the contrary contained herein, it shall be permissible for the sub-servicing agreement entered into with any sub-servicers dated on or prior to the Closing Date to prohibit a termination of the related sub-servicer without cause. Any such right of such a designated sub-servicer under the related sub-servicing agreement shall be binding upon any successor Master Servicer (including the Trustee). (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement). In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s 's interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans the Split-Loan that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans, and with respect to certain matters as specified herein, Mortgage Loans that are not Specially Serviced Mortgaged Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Loan on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole the Split-Loan, for the benefit on behalf of the Certificateholders and the related Companion Loan Holders Holder as a collective whole as if such Certificateholders and Companion Loan Holders Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole the Split-Loan and, in the case of the Serviced Whole LoansSplit-Loan, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender the Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion LoansLoan. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole the Split-Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole the Split-Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan HoldersHolder, the Trustee, the Certificate Administrator and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced the Companion LoansLoan) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee, the Certificate Administrator, the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans Loan in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements Intercreditor Agreement and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee Trustee, the Certificate Administrator or the Custodian to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee Trustee, the Certificate Administrator and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee Trustee, the Certificate Administrator and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan Loan, on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, Agreement and (ii) any such agreement shall be consistent with the Servicing Standard, Standard and (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, that following its receipt of the applicable Loan Purchase Agreement thereof from the Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Request or a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Special Servicer, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole the Split-Loan is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Intercreditor Agreement, includingincluding with respect to: (i) with respect to the allocation of collections on or in respect of such Serviced Whole the Split-Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; , (ii) with respect to the allocation of expenses and losses relating to such Whole the Split-Loan to the Trust, as holder of the related Mortgage Loan, and to the Companion Loan Holder, (iii) the right of the Companion Loan Holder to purchase the related Mortgage Loan, (iv) the right of the Companion Loan Holder to cure certain defaults, (v) the consent, consultation and approval rights of the Companion Loan Holder and (iiivi) the consultation rights right of the related Companion Loan Holder or its Companion Loan Holder Representative. With to post collateral to offset any Appraisal Reduction Amount with respect to any Serviced Whole the Split-Loan, the . The Master Servicer (if such Serviced Whole the Split-Loan is has not become a non-Specially Serviced LoanMortgage Loan and has not been converted to an REO Property) or the Special Servicer (if such Serviced Whole the Split-Loan has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such the Companion Loan Holder and the Split-Loan Directing Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the Intercreditor Agreement. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on the Companion Loan and (b) if the Mortgage Loan (or the related CoREO Property) that is part of the Split-Lender Agreement and/or Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as set forth hereinthe case may be, shall have any obligation to make any Property Advance on the Split-Loan. In If pursuant to the event of any conflict between this Agreement and a Co-Lender Agreementforegoing sentence, the terms of such Co-Lender Agreement shall control Master Servicer or the Trustee does not intend to make a Property Advance with respect to the Split-Loan that the Master Servicer or the Trustee would have made if the related Serviced Whole Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to the Split-Loan is removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the Companion Loan Holder (or the master servicer of any securitization of the Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender AgreementsCertificateholders) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreementAgreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, or through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standardreasonable judgment, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements)Certificateholders, including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator Certificateholders and the Custodian Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanFile; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 3.10, 3.25 and 3.24 3.26 or the definition of this Agreement or in Section 3.03 of this AgreementExtended Monthly Payment hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors Borrowers any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment Each of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with U.S. Treasury Regulations Section 1.860G-2(a)(8)(ii) obligations (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Each of the Master Servicer and the Special Servicer may enter into sub-servicing agreements (each a "Sub-Servicing Agreements servicing Agreement") with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) no sub-servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Sections 3.09, 3.10, 3.25, 3.26, or the definition of Extended Monthly Payment and (iii) such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02. The Special ; provided, however, the Trustee or any successor Master Servicer may not enter into shall assume the sub-servicing agreements with the Initial Sub-Servicing servicers, provided that such Persons are not in default under their respective Sub-servicing Agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer or the Special Servicer, as the case may be, and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c) ), subject to the right of this Agreementtermination by the Trustee set forth in Section 3.01(c). In such event, the Trustee or the successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest 's or the Special Servicer's interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, except that the Master Servicer or Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable. In the event that the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee, or such successor Master Servicer or Special Servicer, as applicable, the Master Servicer or Special Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer or Special Servicer, as applicable, all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer or Special Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender AgreementsCertificateholders) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreementAgreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, or through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standardreasonable judgment, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements)Certificateholders, including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator Certificateholders and the Custodian Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement3.27, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanFile; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 3.27 or the definition of this Agreement or in Section 3.03 of this AgreementExtended Monthly Payment hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors Borrowers any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment Each of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan (other than or the Non-Serviced Mortgage Loans) or Serviced Companion Loan Montehiedra Partner Loans on a date other than a Due Date, Date to the principal balance of such Mortgage Loan or the Montehiedra Partner Loans as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with U.S. Treasury Regulations Section 1.860G-2(a)(8)(ii) obligations (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Each of the Master Servicer and the Special Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) no sub-servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Sections 3.09, 3.10 3.26, 3.27, or the definition of Extended Monthly Payment (iii) such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, Standard and (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify may not assign, delegate or use a sub-servicer with respect to any of its obligations hereunder with respect to the applicable Mortgage Loan Seller of any such agreementMontehiedra Partner Loans. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02. The ; provided, however, the Trustee or any successor Master Servicer or Special Servicer may not enter into SubServicer, as applicable, shall assume the sub-Servicing Agreementsservicing agreement with AMRESCO Services, L.P., dated as of the date hereof, provided that AMRESCO Services, L.P., remains "acceptable" as a sub-servicer to the Rating Agencies. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer or the Special Servicer, as the case may be, and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c) ), subject to the right of this Agreementtermination by the Trustee set forth in Section 3.01(c). In such event, the Trustee or the successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest 's or the Special Servicer's interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, except that the Master Servicer or Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable. In the event that the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee, or such successor Master Servicer or Special Servicer, as applicable, the Master Servicer or Special Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer or Special Servicer, as applicable, all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer or Special Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans). Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, hereof and the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to each Non-Serviced Whole Mortgage Loan is and each Companion Loan related to the Non-Serviced Mortgage Loans are limited by and subject to the terms and conditions of the related each Co-Lender Agreement and this Agreement and the rights of the Other Master Servicer and the Other Special Servicer with respect thereto under the Other Pooling and Servicing Agreement. The parties further recognize the respective rights and obligations of the Trust, as holder of Other Trustee and/or the related Mortgage Loan, and of the related Companion Loan Holders, including: Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to (i) with respect to the allocation of collections on or in respect of such Serviced a Whole Loan, and the making of remittances, to the Trust, as holder of Loan in accordance with the related Mortgage LoanCo-Lender Agreement, and to (ii) the purchase of a Whole Loan or related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of by the related Companion Loan Holder or its their designees in accordance with the respective Co-Lender Agreement to the extent provided therein and (iii) any cure rights that a Companion Loan Holder Representative. With respect to any Serviced Whole Loanmay exercise, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all noticesapplicable, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under in accordance with the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed . The Master Servicer shall cooperate with the Trustee in connection with the enforcement of the rights by the Trustee on behalf of the Trust (as holder of the Non-Serviced Mortgage Loan) under each Co-Lender Agreement and the Other Pooling and Servicing Agreement. The Trustee (with the cooperation of the Master Servicer) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of the Non-Serviced Companion Loans by the Other Master Servicer and the Other Special Servicer, including, but not limited to, delivering appropriate requests for release to the custodian (if any) in order to deliver any portion of the related Mortgage Loan pursuant Files to the related Co-Lender Agreement and/or as set forth hereinOther Master Servicer or Other Special Servicer under the Other Pooling and Servicing Agreement. In None of the event of any conflict between this Agreement and a Co-Lender AgreementMaster Servicer, the terms Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee shall have any obligation or authority to supervise the Other Master Servicer, the Other Special Servicer, the Other Operating Advisor, the Other Certificate Administrator, the Other Trustee or any other party to the Other Pooling and Servicing Agreement or to make Property Advances with respect to any of such Cothe Non-Lender Agreement shall control Serviced Mortgage Loans or a Companion Loan related to the Non-Serviced Mortgage Loans. The obligation of the Master Servicer and the Special Servicer to provide information to the Certificate Administrator, the Trustee or any other Person with respect to the Non-Serviced Mortgage Loans and any Companion Loan related to the Non-Serviced Whole LoanMortgage Loans is dependent on their receipt of the corresponding information from the Other Master Servicer or the Other Special Servicer, as applicable.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender AgreementsCertificateholders) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreementAgreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, or through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standardreasonable judgment, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements)Certificateholders, including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator Certificateholders and the Custodian Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 of this Agreement3.27, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanFile; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 3.10, 3.26 and 3.24 of this Agreement or in Section 3.03 of this Agreement3.27 hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors Borrowers any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment Each of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with U.S. Treasury Regulations Section 1.860G-2(a)(8)(ii) obligations (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Each of the Master Servicer and the Special Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) no sub-servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Special Servicer which approval shall be given or withheld in accordance with the procedures set forth in Sections 3.09, 3.10, 3.26 and 3.27, and (iii) such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02. The Special Servicer may not enter into SubAny sub-Servicing Agreements. Any Sub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer or the Special Servicer, as the case may be, and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c) ), subject to the right of this Agreementtermination by the Trustee or any such successor Master Servicer or Special Servicer set forth in Section 3.01(c). In such event, the Trustee or the successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest 's or the Special Servicer's interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, except that the Master Servicer or Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable. In the event that the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee, or such successor Master Servicer or Special Servicer, as applicable, the Master Servicer or Special Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer or Special Servicer, as applicable, all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer or Special Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan Loans and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsAgreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans [(other than the Non-Serviced Mortgage Loans) )] and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section Sections 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan [(other than the Non-Serviced Mortgage Loans) )] or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth hereinAgreement. In the event of any conflict between this Agreement and a an Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan Loans and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsAgreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans [(other than the Non-Serviced Mortgage Loans) )] and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan [(other than the Non-Serviced Mortgage Loans) )] or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth hereinAgreement. In the event of any conflict between this Agreement and a an Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans the Loan Combination that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than and the Non-Serviced Trust Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Loan on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole Loanthe Loan Combination, for the benefit on behalf of the Certificateholders and the related Companion Non-Trust Mortgage Loan Holders Holder as a collective whole as if such Certificateholders and Companion Non-Trust Mortgage Loan Holders Holder constituted a single lender, it being understood that the interest of the Non-Trust Mortgage Loan is a subordinate interest, subject to the terms and conditions of the Co-Lender AgreementsIntercreditor Agreement) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole the Loan Combination and, in the case of the Serviced Whole LoansLoan Combination, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender the Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than and the Non-Serviced Trust Mortgage Loans) and the Serviced Companion LoansLoan. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loanthe Loan Combination, the related Companion Non-Trust Mortgage Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loanthe Loan Combination, the related Companion Non-Trust Mortgage Loan Holder constituted a single lender, it being understood that the interest of the Non-Trust Mortgage Loan is a subordinate interest, subject to the terms and conditions of the Co-Lender AgreementsIntercreditor Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Non-Trust Mortgage Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Non-Trust Mortgage Loan HoldersHolder, the Trustee[, the Certificate Administrator Administrator] and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Non-Trust Mortgage Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loansthe Non-Trust Mortgage Loan) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee[, the Certificate Administrator], the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Non-Trust Mortgage Loan except under the circumstances described in Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than and the Non-Serviced Trust Mortgage Loans) and the Serviced Companion Loans Loan in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Agreements Intercreditor Agreement and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 [ ] to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 [ ] to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s, the Certificate Administrator’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s, the Certificate Administrator’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee Trustee[, the Certificate Administrator] or the Custodian to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee Trustee[, the Certificate Administrator] and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee Trustee[, the Certificate Administrator] and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the or Non-Serviced Trust Mortgage Loans) or Serviced Companion Loan Loan, on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Non-Trust Mortgage Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Non-Trust Mortgage Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, and (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Request or a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the TrusteeServicer. Any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee[, the Certificate Administrator], the Custodian, the Operating Trust Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole the Loan Combination is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Non-Trust Mortgage Loan HoldersHolder under the Intercreditor Agreement, includingincluding with respect to: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loanthe Loan Combination, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Non-Trust Mortgage Loan Holder; , (ii) with respect to the allocation of expenses and losses relating to such Whole the Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the Non-Trust Mortgage Loan Holder, (iii) the right of the Non-Trust Mortgage Loan Holder to purchase the related Companion Mortgage Loan, (iv) the right of the Non-Trust Mortgage Loan Holder to cure certain defaults, (v) the consent, consultation and approval rights of the Non-Trust Mortgage Loan Holder and (iiivi) the consultation rights right of the related Companion Non-Trust Mortgage Loan Holder or its Companion Loan Holder Representative. With to post collateral to offset any Appraisal Reduction Amount with respect to any Serviced Whole Loan, the Loan Combination. The Master Servicer (if such Serviced Whole the Loan is Combination has not become a non-Specially Serviced LoanMortgage Loan and has not been converted to an REO Property) or the Special Servicer (if such Serviced Whole the Loan Combination has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion the Non-Trust Mortgage Loan Holder and the Loan Combination Directing Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the Intercreditor Agreement. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on the Non-Trust Mortgage Loan and (b) if the Mortgage Loan (or the related Co-Lender Agreement and/or REO Property) that is part of the Loan Combination is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as set forth hereinthe case may be, shall have any obligation to make any Property Advance on the Loan Combination. In If pursuant to the event of any conflict between this Agreement and a Co-Lender Agreementforegoing sentence, the terms of such Co-Lender Agreement shall control Master Servicer or the Trustee does not intend to make a Property Advance with respect to the Loan Combination that the Master Servicer or the Trustee would have made if the related Serviced Whole Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the Non-Trust Mortgage Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to the Loan Combination is removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the Non-Trust Mortgage Loan Holder (or the master servicer of any securitization of the Non-Trust Mortgage Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year. (g) To the extent required under the any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related Mortgage Loan in accordance with such Loan Documents.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender AgreementsCertificateholders) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender Agreements; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreementAgreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, or through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standardreasonable judgment, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements)Certificateholders, including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator Certificateholders and the Custodian Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 3.10, 3.25 and 3.24 of this Agreement3.26, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanFile; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 3.10, 3.25 and 3.24 3.26 or the definition of this Agreement or in Section 3.03 of this AgreementExtended Monthly Payment hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors Borrowers any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment Each of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with U.S. Treasury Regulations Section 1.860G-2(a)(8)(ii) obligations (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Each of the Master Servicer and the Special Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this AgreementAgreement (except that Xxxxxxxxxx, Xxxxxxxxxxx & Co. Inc. ("Xxxxxxxxxx") may deliver its annual Accountant's Statement (as described in Section 3.15 hereof), no later than May 31 of each year, beginning with May 31, 1998), (ii) no sub-servicer retained by the Master Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Sections 3.09, 3.10, 3.25, 3.26, or the definition of Extended Monthly Payment and (iii) such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed or terminated by the Trustee, if the Trustee has assumed the duties of the Master Servicer or the Special Servicer, or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation to the assuming or terminating party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02. The ; provided, however, the Trustee or any successor Master Servicer or Special Servicer Servicer, as applicable, shall assume the sub-servicing agreements with (i) Xxxx Xxxxxxx Mutual Life Insurance Company ("Xxxx Xxxxxxx") and (ii) Xxxxxxxxxx, that may not enter be entered into Subon or after the date hereof, provided that Xxxx Xxxxxxx and Xxxxxxxxxx remain "acceptable" as a sub-Servicing Agreementsservicer to the Rating Agencies. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer or the Special Servicer, as the case may be, and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c) ), subject to the right of this Agreementtermination by the Trustee set forth in Section 3.01(c). In such event, the Trustee or the successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest 's or the Special Servicer's interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, except that the Master Servicer or Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor Special Servicer, as applicable. In the event that the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee, or such successor Master Servicer or Special Servicer, as applicable, the Master Servicer or Special Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer or Special Servicer, as applicable, all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable best efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer or Special Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans)Servicer, each as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans (other than the Non-Serviced Mortgage LoansLoan and the Companion Loan related to the Non-Serviced Mortgage Loan, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole Loan, for the benefit on behalf of the Certificateholders and the related Companion Loan Holders Noteholders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreementswhole) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Serviced Loans or Serviced Whole Loan and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans) Loan and the Serviced Companion LoansLoan related thereto). Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement3.02), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case and holders of a Serviced Whole Loan, the related Companion Loan Holder Loans (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreementswhole), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced related Companion Loan Holders, the Trustee, the Certificate Administrator Noteholders and the Custodian Trustee or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement3.27, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.073.08, 3.09, 3.10 and 3.24 of this Agreement 3.27 hereof or in Section 3.03 of this Agreement3.03(a) hereof. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans and the Companion Loans (other than the Non-Serviced Mortgage Loans) Loan and the Serviced Companion Loans Loan related thereto) in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Intercreditor Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Pursuant to the terms of the Intercreditor Agreements relating to the Whole Loans that have a Mezz Cap B Loan as its Companion Loan, it is contemplated that the Mortgagor under such Whole Loan and its related Mezz Cap B Loan will remit payments on such Whole Loan to the Master Servicer hereunder, and for each Mezz Cap B Loan that has been securitized and for each Mezz Cap B Loan that is securitized in the future, the related Mortgagor will remit payments on such Mezz Cap B Loans directly to the servicer for such securitizations; provided, however, that under the circumstances identified in the related Intercreditor Agreements, the Mortgagor under each Mezz Cap B Loan (even after such Mezz Cap B Loan has been securitized) will be required to remit payments on such Mezz Cap B Loan directly to the Master Servicer under this Agreement. Subject to Section 3.11 of this Agreement3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s 's written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s 's name without indicating the Master Servicer’s 's or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s's, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment Principal Prepayment received on a Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans) Loan or Serviced the Companion Loan related thereto), on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepaymentPrincipal Prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “"government securities” " within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, Agreement and (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. Notwithstanding anything to the contrary contained herein, it shall be permissible for the sub-servicing agreement entered into with any sub-servicers dated on or prior to the Closing Date to prohibit a termination of the related sub-servicer without cause. Any such right of such a designated sub-servicer under the related sub-servicing agreement shall be binding upon any successor Master Servicer (including the Trustee). (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement). In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s 's interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan Holders, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; and (ii) perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or as set forth herein. In the event of any conflict between this Agreement and a Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced Whole Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Loan on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Whole Loan, for the benefit of the Certificateholders and the related Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan and, in the case of the Serviced Whole LoansLoan, the related Co-Lender AgreementsAgreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion LoansLoan. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related Companion Loan Holder constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion Loan, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders, the Trustee, the Certificate Administrator and the Custodian or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion Loans) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans in accordance with applicable law and the terms hereof, the related Loan Documents and the Co-Lender Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Subservicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the Special Servicer and any Subservicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Sub-Servicing Agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Sub-Servicing Agreements. Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersHolder under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating to such Serviced Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and (iii) the consultation rights of the related Companion Loan Holder or its Companion Loan Holder Representative. With respect to any Serviced Whole Loan, the Master Servicer (if such Serviced Whole Loan is a non-Specially Serviced Loan) or the Special Servicer (if such Serviced Whole Loan has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement; . The Master Servicer and (ii) the Special Servicer, as applicable, shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement and/or and as set forth herein. In the event of any conflict between this Agreement and a an Co-Lender Agreement, the terms of such Co-Lender Agreement shall control with respect to the related Serviced Whole Loan.

Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans. (a) The Master Servicer (with respect to the Mortgage Loans and Serviced the Whole Loans Loan that are not Specially Serviced Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans), each as an independent contractor, shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans, which will be serviced pursuant to the applicable Other Pooling and Servicing Agreement) and the Serviced Companion Loans Interests on behalf of the Trust Fund and the Trustee (as trustee for the benefit of the Certificateholders orand, with respect to each Serviced Whole Loan, for the benefit on behalf of the Certificateholders and the related Companion Loan Interest Holders as a collective whole as if such Certificateholders and Companion Loan Interest Holders constituted constitute a single lender, subject to the terms and conditions of the Co-Lender Agreements) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Mortgage Loans or Serviced Whole Loan Loans and, in the case of the Serviced Whole Loans, the related Co-Lender AgreementsIntercreditor Agreement; and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Intercreditor Agreement or mezzanine loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion LoansInterests. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Subsub-Servicers servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the and related Companion Loan Holder Interest Holders (as a collective whole as if such Certificateholders and, in the case of a Serviced Whole Loan, the related and Companion Loan Holder Interest Holders constituted a single lender, subject to the terms and conditions of the Co-Lender Agreements), including, without limitation, with respect to each Mortgage Loan and Serviced Companion LoanInterest, (A) to prepare, execute and deliver, on behalf of the Certificateholders, the Serviced related Companion Loan Interest Holders, the Trustee, the Certificate Administrator Trustee and the Custodian or any either of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the Mortgage Loan or Companion LoanInterest; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans (and related Serviced Companion LoansInterests) and the Mortgaged Properties; and (B) to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee Trustee, the Custodian or the Trust, subject to clause (i) of the following paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Companion Loan Interest except under the circumstances described in Sections 3.07Section 3.08, Section 3.09, Section 3.10 and Section 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans Interests in accordance with applicable law and the terms hereof, the related Loan Documents hereof and the Co-Lender Intercreditor Agreements and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer or and Special Servicer any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer (in the case of the Master Servicer) or Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer (in the case of the Special Servicer), as applicable, and other documents reasonably acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained herein to the contrary, none of neither the Master Servicer, Servicer nor the Special Servicer or any Subservicer shall, without the Trustee’s or the Custodian’s, as applicable, written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s or the Custodian’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee or the Custodian to be registered to do business in any state. Each of the Master Servicer, Servicer and the Special Servicer and any Subservicer shall indemnify the Trustee and the Custodian for any and all costs, liabilities and expenses incurred by the Trustee and the Custodian, as applicable, in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractorsServicer, as applicable. (b) Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Mortgage Loan (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loan Interest, on a date other than a Due Date, Date to the principal balance of such Mortgage Loan as of the Due Date immediately following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company ActAct of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Mortgage Loan or Serviced Companion Loan Interest being defeased pursuant to its terms to the principal balance of and interest on such Mortgage Loan or Serviced Companion Loan Interest as of the Due Date immediately following the receipt of such amounts. If with respect to any Mortgage Loan (or Serviced Whole Loan) the related Loan Documents permit the lender, at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence of an event of default under the related Mortgage Loan (or Serviced Whole Loan); provided that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Mortgage Loan (or Serviced Whole Loan) or, upon an event of default under the related Mortgage Loan (or Serviced Whole Loan), to prepay the Mortgage Loan (or Serviced Whole Loan). (c) The Master Servicer may enter into Subsub-Servicing Agreements servicing agreements with third parties with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, Standard and (iii) the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide that, following its receipt of the applicable Loan Purchase Agreement thereof from the Depositor, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, Request or a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; and (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement. Any such Subsub-Servicing Agreement servicing agreement may permit the Subsub-Servicer servicer to delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.01(c). The Master Servicer shall pay the Any sub-servicing fees of any Sub-Servicer and shall provide a copy of each Sub-Servicing Agreement to the Trustee. Any Sub-Servicing Agreement agreement entered into by the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into Subsub-Servicing Agreementsservicing agreements. Any Subsub-Servicing Agreementservicing agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Whole Loan involving a Subsub-Servicerservicer, shall be deemed to be between the Master Servicer and such Subsub-Servicer servicer alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subsub-Servicerservicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Subsub-Servicerservicer. (d) If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations of the Master Servicer under any Subsub-Servicing Agreement servicing agreement entered into by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Subsub-Servicing Agreement servicing agreement to the same extent as if such Subsub-Servicing Agreement servicing agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Subsub-Servicing Agreement servicing agreement that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable. In the event that the Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee, or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor Master Servicer all documents and records relating to any Subsub-Servicing Agreement servicing agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Subsub-Servicing Agreement servicing agreement to the Trustee or the successor Master Servicer, as applicable. (e) The parties hereto acknowledge that each Serviced Whole Loan is subject to the terms and conditions of the related Co-Lender Intercreditor Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Companion Loan HoldersInterest Holders under the related Intercreditor Agreements, includingincluding with respect to: (i) with respect to the allocation of collections on or in respect of such Serviced Whole Loan, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder; Interest Holders, (ii) with respect to the allocation of expenses and losses relating to such Whole Loan to the Trust, as holder of the related Mortgage Loan, and to the related Companion Loan Holder and Interest Holders, (iii) the right of the related Companion Interest Holder to purchase the related Mortgage Loan, (iv) the right of the related Companion Interest Holder to cure certain defaults and (v) the consent, consultation and approval rights of the related Companion Loan Interest Holder or its and (vi) the right of the Companion Loan Interest Holder Representative. With to post collateral to offset any Appraisal Reduction Amount with respect to any Serviced the Whole Loan, the . The Master Servicer (if such Serviced any Whole Loan is has not become a non-Specially Serviced LoanMortgage Loan and has not been converted to an REO Property) or the Special Servicer (if such Serviced any Whole Loan has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has been converted to an REO Property) shall (i) prepare and provide to such the Companion Interest Holder and the Whole Loan Directing Holder all notices, reports, statements and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Intercreditor Agreement; , and (ii) shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan pursuant to the Intercreditor Agreement. (f) Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any Companion Interest and (b) if the Mortgage Loan (or the related Co-Lender Agreement and/or REO Property) that is part of a Whole Loan is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as set forth hereinthe case may be, shall have any obligation to make any Property Advance on such Whole Loan. In If pursuant to the event of any conflict between this Agreement and a Co-Lender Agreementforegoing sentence, the terms of such Co-Lender Agreement shall control Master Servicer or the Trustee does not intend to make a Property Advance with respect to a Whole Loan that the Master Servicer or the Trustee would have made if the related Serviced Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall promptly notify the holder of the related Companion Interest of its intention to no longer make such Property Advances and shall additionally promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally, at the time the Mortgage Loan relating to a Whole LoanLoan is removed from the Trust Fund, the Master Servicer or the Trustee, as the case may be, shall deliver to the related Companion Interest Holder (or the master servicer of any securitization of the related Companion Interest) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) all financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.