Common use of Primary Servicer to Service Clause in Contracts

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Certificateholders and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loan and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loan and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Risk Retention Consultation Party, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loan and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, Risk Retention Consultation Party, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Loan Noteholders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Initial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the UnderwritersServiced Companion Noteholder, the Trust Advisor, the Subordinate Class Representative, the Rating AgenciesCompanion Paying Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders Underwriters, the Certificateholders, the 17g-5 Information Provider and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Holder, the Underwriters, the Trust AdvisorControlling Class Representative, the Subordinate Class RepresentativeOperating Advisor, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loan, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loan. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Initial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the UnderwritersServiced Companion Noteholder, the Trust Advisor, the Subordinate Class Representative, the Rating AgenciesCompanion Paying Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loan that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Noteholder, the Companion Paying Agent and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loan in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Risk Retention Consultation Parties, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the VRR Interest Owners, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Risk Retention Consultation Parties, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, the Certificateholders, the Special Servicer and the General Special Servicer VRR Interest Owners in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Certificateholder, the Rating AgenciesCertificateholders, the Certificateholders Serviced Companion Loan Noteholders, the Serviced Pari Passu Companion Loan Noteholders, the Asset Representations Reviewer, and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeCustodian, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer Servicer, the Controlling Class Certificateholder, the Controlling Class Representative, the Operating Advisor, the Underwriters, the Initial Purchasers, the Directing Certificateholder, the Serviced Companion Loan Noteholders, the Serviced Pari Passu Companion Loan Noteholders, the Asset Representations Reviewer and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans as defined herein, (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant shall be deemed to clauses (i)be references to the Serviced Companion Loans in this Agreement, (ii) and (iiiv) references to the Serviced Whole Loan in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Whole Loan in this Agreement (such modification of this sentence the Incorporated Sections shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Certificateholder, the Rating AgenciesCertificateholders, the Certificateholders Serviced Companion Loan Noteholders, the Serviced Pari Passu Companion Loan Noteholders, the Asset Representations Reviewer, and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeCustodian, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer Servicer, the Controlling Class Certificateholder, the Controlling Class Representative, the Operating Advisor, the Underwriters, the Initial Purchasers, the Directing Certificateholder, the Serviced Companion Loan Noteholders, the Serviced Pari Passu Companion Loan Noteholders, the Asset Representations Reviewer and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans as defined herein, (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant shall be deemed to clauses (i)be references to the Serviced Companion Loans in this Agreement, (ii) and (iiiv) references to the Serviced Whole Loan in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Whole Loan in this Agreement (such modification of this sentence the Incorporated Sections shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding (a) the imposition of a tax on any portion of the Trust, (b) causing either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC, and (c) causing the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Risk Retention Consultation Parties, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, VRR Interest Owners, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeRisk Retention Consultation Parties, the Asset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, the Certificateholders, the Special Servicer and the General Special Servicer VRR Interest Owners, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, and the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Holder, the Rating AgenciesCertificateholders, the Certificateholders Asset Representations Reviewer, and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeCustodian, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer Servicer, the Controlling Class Certificateholder, the Controlling Class Representative, the Operating Advisor, the Underwriters, the Initial Purchasers, the Directing Holder, the Asset Representations Reviewer and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement as defined herein, (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding (a) the imposition of a tax on any portion of the Trust, (b) causing either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC, and (c) causing the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Risk Retention Consultation Parties, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the VRR Interest Owners, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Risk Retention Consultation Parties, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, the Certificateholders, the Special Servicer and the General Special Servicer VRR Interest Owners, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans Serviced Loan Combination in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans Serviced Loan Combination subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders Underwriters, the Certificateholders, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loan and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Holder, the Underwriters, the Trust AdvisorControlling Class Representative, the Subordinate Class RepresentativeOperating Advisor, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Loan Noteholders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan in this Agreement (iv) references to the Serviced Companion Loan, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement and (v) references to the Serviced Loan Combination, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Loan Combination in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii), (iv) and (iiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. With respect to all servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement which are not being performed by the Primary Servicer under this Agreement, the Primary Servicer shall reasonably cooperate with the Master Servicer to facilitate the timely performance of such servicing responsibilities. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI X of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect For the avoidance of doubt, all references to any Serviced Pari Passu Companion Loanthe 000 Xxxx Xxxxxxx Loan Combination, the 00 Xxxxxx Xxxxxx Loan Combination and/or the Saint Louis Galleria Loan Combination are not applicable to this Agreement. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies17g-5 Information Provider, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Risk Retention Consultation Party, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies17g-5 Information Provider, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer Risk Retention Consultation Party, the 17g-5 Information Provider and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Companion Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. With respect to the Companion Loan, as a collective whole with the related Mortgage Loan, as if such Certificateholders and Companion Loan Noteholder constituted a single lender, but giving due regard to the junior nature of the related Companion Loan. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the Underwriters, the Trust Operating Advisor, the Subordinate Controlling Class RepresentativeCertificateholder, the Rating Agencies, the Certificateholders Special Servicer, the Companion Loan Noteholder and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Companion Loan that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Companion Loan Noteholder, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement; provided, further, however, that the Primary Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Initial Purchasers, the Operating Advisor, the Controlling Class Certificateholder, the Rating Agencies, 17g-5 Information Provider, the UnderwritersSpecial Servicer, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Companion Loan Noteholder and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Companion Loan , as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Companion Loan in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 1.02

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Certificateholders and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Risk Retention Consultation Parties, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the SOHO-RR Interest Owner, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Risk Retention Consultation Parties, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Loan Noteholders, the Certificateholders and the General Special Servicer SOHO-RR Interest Owner, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans, Serviced Pari Passu Companion Loans and the Trust Subordinate Companion Loan, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans and the Trust Subordinate Companion Loan in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loan and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loan and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Risk Retention Consultation Party, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the VRR Interest Owners, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loan and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, Risk Retention Consultation Party, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, the Certificateholders, the Special Servicer and the General Special Servicer VRR Interest Owners in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderControlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating AgenciesInitial Purchasers, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.22 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the each Mortgage Loans that are Loan as long as it is not a Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this AgreementLoan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeCustodian, the Rating Agencies, the CertificateholdersSpecial Servicer, the Special Servicer Controlling Class Certificateholder, the Controlling Class Representative, the Operating Advisor, the Underwriters, the Initial Purchasers and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, hereunder and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement as defined herein (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders Underwriters, the Certificateholders, the 17g-5 Information Provider, the Asset Representations Reviewer and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust AdvisorControlling Class Representative, the Subordinate Class RepresentativeOperating Advisor, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Asset Representations Reviewer and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI X of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the B Note in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the B Note subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the UnderwritersInitial Purchasers, the Trust Advisor, the Subordinate Controlling Class RepresentativeCertificateholder, the Rating Agencies, the Certificateholders Special Servicer, the holder of the B Note and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 8.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the B Note that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and holder of the B Note, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement; provided, further, however, that the Primary Servicer shall not be liable for its failure to comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 8.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the UnderwritersInitial Purchasers, the Trust Advisor, the Subordinate Controlling Class RepresentativeCertificateholder, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer Servicer, the holder of the B Note and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the B Note, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the B Note in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 1.2(d). The determination as to the application of amounts collected in respect of any Mortgage Loan, in the absence of express provisions in the related Mortgage Loan Documents or to the extent that such terms authorize the lender to use its discretion, shall be made by the Master Servicer and communicated to the Primary Servicer in writing (including electronic communication). (2) Sections 2.3(a) and (e) are not incorporated herein. The Primary Servicer shall promptly notify the Master Servicer upon becoming aware of any Material Document Defect or Material Breach in connection with the Mortgage Loans. The Primary Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Primary Servicer receives notice alleging a document deficiency or a breach of representation or warranty or receives a Demand or a withdrawal of Demand. The Primary Servicer shall promptly provide to the Master Servicer a copy of any written Demand received by the Primary Servicer and such other information in the possession of the Primary Servicer reasonably requested by the Master Servicer to fulfill its obligations under Sections 2.3(a) and 2.3(e) of the Pooling and Servicing Agreement. To the extent the Master Servicer receives notice alleging a document deficiency or a breach of representation or warranty or receives a withdrawal of Demand with respect to one of the Mortgage Loans, the Master Servicer shall notify the Primary Servicer within a commercially reasonable period of time. (3) Section 4.2

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Underwriters, the Initial Purchasers, the Controlling Class Certificateholder, the Directing Holder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Rule 17g-5 Information Provider, the UnderwritersCertificateholders, the Trust Advisor, the Subordinate Controlling Class Representative, the Rating Agencies, the Certificateholders Representative and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.22 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the each Mortgage Loans that are Loan as long as it is not a Specially Serviced Mortgage LoansLoan; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver all reports to the Trustee required from the Master Servicer required hereunder under the Pooling and Servicing Agreement with respect to any Specially Serviced Mortgage Loans Loan and REO Properties Property (and the related REO Mortgage LoansLoan), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans Loan and REO Properties Property as are specifically provided for therein therein; provided, further, however, that the Primary Servicer shall continue to be entitled to its Primary Servicing Fee in accordance with and as reasonably requested by to the Master Servicer under extent provided for in Section 3.01(c3.01(c)(17) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service a Specially Serviced Mortgage LoansLoan. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Underwriters, the Initial Purchasers, the Controlling Class Certificateholder, the Directing Holder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Controlling Class Representative and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, hereunder and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement as defined herein (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Loan Combination or Serviced Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Risk Retention Consultation Parties, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Risk Retention Consultation Parties, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, and the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Sections 1.03 and 1.

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Pari Passu Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing AgreementAgreement (other than, for the avoidance of doubt, the Serviced Pari Passu Companion Loan Holder), it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans Serviced Loan Combination in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans Serviced Loan Combination subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Rule 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Holders, the Rating AgenciesCertificateholders, the Certificateholders Serviced Companion Loan Holders, the Serviced Pari Passu Companion Loan Holders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.22 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the each Mortgage Loans that are Loan and Serviced Companion Loan as long as it is not a Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this AgreementLoan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Depositor, the Custodian, the DepositorRating Agencies, the Rule 17g-5 Information Provider, the UnderwritersSpecial Servicer, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Rating AgenciesOperating Advisor, the CertificateholdersAsset Representations Reviewer, the Special Servicer Underwriters, the Initial Purchasers, the Directing Holders, the Serviced Companion Loan Holders, the Serviced Pari Passu Companion Loan Holders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans as defined herein, (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant shall be deemed to clauses (i)be references to the Serviced Companion Loans in this Agreement, (ii) and (iiiv) references to the Serviced Loan Combination in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Loan Combination in this Agreement (such modification of this sentence the Incorporated Sections shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of the Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Rule 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Holders, the Rating AgenciesCertificateholders, the Certificateholders Serviced Companion Loan Holders, the Serviced Pari Passu Companion Loan Holders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.22 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Holders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.22 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer Rule 17g-5 Information Provider and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Initial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the UnderwritersServiced Companion Noteholder, the Trust Advisor, the Subordinate Class Representative, the Rating AgenciesCompanion Paying Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Noteholder, the Companion Paying Agent and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSenior Trust Advisor, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeDirecting Certificateholder, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periodsperiods (other than any period during which the Primary Servicer is the Special Servicer solely with respect to matters on which the Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (26) of this Agreement)) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Directing Certificateholder, the Senior Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the 17g-5 Information Provider, and the Special Servicer and (other than with respect to matters on which the General Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (26) of this Agreement and solely during any period in which the Primary Servicer is the Special Servicer) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in each the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies17g-5 Information Provider, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class Representative, the Rating AgenciesDirecting Holders, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeCustodian, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer Servicer, the Controlling Class Certificateholder, the Controlling Class Representative, the Operating Advisor, the Underwriters, the Initial Purchasers, the Directing Holders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement as defined herein (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders Underwriters and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Holder, the Underwriters, the Trust AdvisorControlling Class Representative, the Subordinate Class RepresentativeOperating Advisor, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust Advisor, the Subordinate Controlling Class Representative, the Rating AgenciesOperating Advisor, the Certificateholders Rating Agencies and the Special Servicer Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periodsperiods (other than any period during which the Primary Servicer is the Special Servicer solely with respect to matters on which the Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (32) of this Agreement)) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer (other than with respect to matters on which the Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (32) of this Agreement and solely during any period in which the Primary Servicer is the Special Servicer), the UnderwritersInitial Purchasers, the Trust AdvisorDirecting Holder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loan and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loan and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loan and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Certificateholder, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, and the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard standards, requirements, guidelines, procedures and restrictions imposed upon the Master Servicer under Sections 3.01, 3.02, 3.03, 3.08, 3.11 and 3.20 of the Pooling and Servicing Agreement. (b) The . As described herein and unless otherwise specifically provided in this Agreement, the Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections Sections 3.01, 3.02, 3.03, 3.08, 3.11 and 3.20 of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate AdministratorSellers, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, Depositor and the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement Agreement, except to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting The addendum attached hereto as Exhibit R which addresses certain timing and related matters (the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D"Timing Addendum") render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein. Any conflict between the provisions of the main body of this Agreement and the Timing Addendum shall be resolved in favor of the Timing Addendum. The Primary Servicer shall promptly notify the Master Servicer of any significant events which become known to Primary Servicer affecting the Mortgage Loans, the related Borrower or related Mortgaged Property, such as a payment default, a bankruptcy, a judicial lien or casualty event, and the Primary Servicer shall also promptly advise the Master Servicer of all material collection and customer service issues and, for purposes if requested, shall furnish the Master Servicer with copies of this Agreementany correspondence or other documents in the possession of the Primary Servicer related to any such matter. If litigation is instituted with respect to a Mortgage Loan, in addition the Primary Servicer, if aware of such litigation, shall notify the Master Servicer immediately as to the References Modificationstatus of the litigation related to such Mortgage Loan and shall, are hereby further modified as set forth below:when reasonably required or requested by the Master Servicer, provide to the Master Servicer copies of all pertinent information in the Primary Servicer's possession related to such litigation, including, without limitation, copies of related servicing documents. Under no circumstance shall the Primary Servicer make or have an obligation to make any Advances.

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSenior Trust Advisor, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeDirecting Certificateholder, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periodsperiods (other than any period during which the Primary Servicer is the Special Servicer solely with respect to matters on which the Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (26) of this Agreement)) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the 4 Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Directing Certificateholder, the Senior Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the 17g-5 Information Provider, and the Special Servicer and (other than with respect to matters on which the General Primary Servicer can deal directly with the Special Servicer as provided in Section 3.01(c)(16) & (26) of this Agreement and solely during any period in which the Primary Servicer is the Special Servicer) in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in each the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:: (1)

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer pursuant to this Agreement on behalf of the Master Servicer and the Trustee in the best interests of and for the benefit of the Certificateholders in accordance with any and all applicable laws and the terms of this Agreement and the Mortgage Loans in a manner Loan documents, and to the extent consistent with the foregoing, with the Servicing Standard under the Pooling and Servicing Agreement.. For the avoidance of doubt the Primary Servicer’s obligations and rights under this Agreement are expressly limited to the Mortgage Loans set forth in Exhibit A. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Custodian, the Certificate Administrator, the CustodianCertificate Registrar, the Authenticating Agent, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeInitial Purchasers, the 17g 5 Information Provider, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer under the Pooling and Servicing Agreement during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting as the Master Servicer under the Pooling and Servicing Agreement (and on behalf of the Master Servicer hereunder hereunder) and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 8.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the each Mortgage Loans that are Loan so long as such Mortgage Loan is not then a Specially Serviced Mortgage LoansLoan; provided, however, that the Primary Servicer shall shall, under instruction from the Special Servicer or the Master Servicer, continue to receive payments (collect and provide notice to the Master Servicer of such apply payments), collect information deliver certain statements and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as documents reasonably requested by the Special Servicer (or by the Master Servicer under Section 3.01(con behalf of the Special Servicer) regarding information held by the Primary Servicer and shall continue to cooperate with the Master Servicer, and so long as Midland is the Special Servicer cooperate with the Special Servicer, by providing reasonably requested information regarding the servicing of this Agreementany such Specially Serviced Mortgage Loan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 8.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s Servicers’ rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Custodian, the Certificate Administrator, the CustodianCertificate Registrar, the Authenticating Agent, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeInitial Purchasers, the 17g 5 Information Provider, the Rating Agencies, the Certificateholders, the Special Servicer Agencies and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) hereunder and references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement hereunder (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing AgreementAgreement listed herein and only such Sections, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:below (and to avoid any doubt, any modification is limited to its specific terms and except as otherwise provided, the section is otherwise fully incorporated herein without limitation): (1) Section 2.3(a) and (e). The Primary Servicer shall notify the Master Servicer within five (5) Business Days after the Primary Servicer discovers any Material Document Defect or Material Breach in connection with the Mortgage Loans. The Primary Servicer shall promptly provide the Master Servicer with a copy of any Demand or a withdrawal of a Demand that it has received related to a Mortgage Loan and shall reasonably cooperate with the Master Servicer to enable the Master Servicer to comply with its obligations under Section 2.3(e) of the Pooling and Servicing Agreement and shall include the following statement in any related correspondence: “This is a “Demand” under Section 2.3(e) of the Pooling and Servicing Agreement relating to the Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 requiring action by the Master Servicer, as described thereunder”. If the Primary Servicer receives any oral Demands, it shall direct any Person making a Demand to submit it in writing to the Master Servicer and shall promptly notify the Master Servicer of such direction with a copy of the related correspondence (if any).

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Initial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Risk Retention Consultation Party (if applicable), the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the UnderwritersServiced Companion Noteholder, the Trust Advisor, the Subordinate Class Representative, the Rating AgenciesCompanion Paying Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer Risk Retention Consultation Party (if applicable), the 17g-5 Information Provider and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Certificateholders and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans Serviced Loan Combination in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, taking into account the pari passu nature of the Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans Serviced Loan Combination subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Rule 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Holders, the Rating AgenciesCertificateholders, the Certificateholders Serviced Companion Loan Holders, the Serviced Pari Passu Companion Loan Holders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.22 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the each Mortgage Loans that are Loan and Serviced Companion Loan as long as it is not a Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this AgreementLoan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.22 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Depositor, the Custodian, the DepositorRating Agencies, the Rule 17g-5 Information Provider, the UnderwritersSpecial Servicer, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Rating AgenciesOperating Advisor, the CertificateholdersAsset Representations Reviewer, the Special Servicer Underwriters, the Initial Purchasers, the Directing Holders, the Serviced Companion Loan Holders, the Serviced Pari Passu Companion Loan Holders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans as defined herein, (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant shall be deemed to clauses (i)be references to the Serviced Companion Loans in this Agreement, (ii) and (iiiv) references to the Serviced Loan Combination in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Loan Combination in this Agreement (such modification of this sentence the Incorporated Sections shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Certificateholders and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Sections 1.03 and 1.

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the related Pari Passu Companion Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the related Pari Passu Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust AdvisorControlling Class Representative, the Subordinate Class RepresentativePari Passu Companion Loan Noteholder, the Operating Advisor, the Rating Agencies, Companion Rating Agencies and the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and related Pari Passu Companion Loan that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and related Pari Passu Companion Loan Noteholder of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of in this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the UnderwritersInitial Purchasers, the Trust AdvisorDirecting Holder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the CertificateholdersCompanion Rating Agencies, the Special Servicer 17g-5 Information Provider, and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references to the Pari Passu Companion Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Pari Passu Companion Loan in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall diligently service and administer the Mortgage Loans Loan in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders, as a collective whole, and in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Trust AdvisorDirecting Certificateholder, the Subordinate Class RepresentativeOperating Advisor, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are Loan so long as it is not a Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this AgreementLoan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Directing Certificateholder, the Rating Agencies, the Certificateholders, the Special Servicer Agencies and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement Loan as defined herein (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to any restrictions in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust Fund or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement), are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Section 2.01(g). (2) Section 3.01. Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending in September of 2016 (provided that the first such certification shall cover the period from the Closing Date to the end of such quarter), within thirty (30) days of the end of such quarter the information on the Mortgage Loan as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(21) of this Agreement. In addition, without limiting the generality of the foregoing, the Primary Servicer shall use efforts consistent with the Servicing Standard to continue all UCC Financing Statements in favor of the originator of the Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements. The Primary Servicer shall not modify, amend, waive or otherwise consent to any change of the terms of the Mortgage Loan except as allowed by this Agreement.

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans Serviced Loan Combination in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans Serviced Loan Combination subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class RepresentativeDirecting Holders, the Rating AgenciesCertificateholders, the Certificateholders Serviced Companion Loan Noteholders, the Serviced Pari Passu Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loan and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeCustodian, the Rating Agencies, the Certificateholders17g-5 Information Provider, the Special Servicer Servicer, the Controlling Class Certificateholder, the Controlling Class Representative, the Operating Advisor, the Underwriters, the Initial Purchasers, the Directing Holders, the Serviced Companion Loan Noteholders, the Serviced Pari Passu Companion Loan Noteholders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan as defined herein, (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant shall be deemed to clauses (i)be references to the Serviced Companion Loans in this Agreement, (ii) and (iiiv) references to the Serviced Loan Combination in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Loan Combination in this Agreement (such modification of this sentence the Incorporated Sections shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Senior Trust Advisor, the Rating Agencies, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies17g-5 Information Provider, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Senior Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders Underwriters, the Certificateholders, the Asset Representations Reviewer, the 17g-5 Information Provider and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Holder, the Underwriters, the Trust AdvisorControlling Class Representative, the Subordinate Class RepresentativeOperating Advisor, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer Asset Representations Reviewer, the 17g-5 Information Provider, and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Holder, the Trust Controlling Class Representative, the Risk Retention Consultation Parties, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the RR Interest Owner, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Holder, the Risk Retention Consultation Parties, the Underwriters, the Trust Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Controlling Class Representative, the 17g-5 Information Provider, the Serviced Companion Loan Noteholders, the Certificateholders, the Special Servicer and the General Special Servicer RR Interest Owner, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard standards, requirements, guidelines, procedures and restrictions imposed upon the Master Servicer under Sections 5.1(g), 8.3, 8.4, 8.7, 8.10, 8.18, 8.25(e) and 8.26 of the Pooling and Servicing Agreement. (b) The . As described herein and unless otherwise specifically provided in this Agreement, the Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections Sections 5.1(g), 8.3, 8.4, 8.7, 8.10, 8,18, 8.25(e) and 8.26 of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate AdministratorSellers, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, Depositor and the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement Agreement, except to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting The addendum attached hereto as Exhibit R which addresses certain timing and related matters (the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D"Timing Addendum") render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein. Any conflict between the provisions of this Agreement and the Timing Addendum shall be resolved in favor of the Timing Addendum. The Primary Servicer shall promptly notify the Master Servicer of any significant events which become known to Primary Servicer affecting the Mortgage Loans, the related Mortgagor or related Mortgaged Property, such as a payment default, a bankruptcy, a judicial lien or casualty event, and the Primary Servicer shall also promptly advise the Master Servicer of all material collection and customer service issues and, for purposes if requested, shall furnish the Master Servicer with copies of this Agreementany correspondence or other documents in the possession of the Primary Servicer related to any such matter. If litigation is instituted with respect to a Mortgage Loan, in addition the Primary Servicer, if aware of such litigation, shall notify the Master Servicer immediately as to the References Modificationstatus of the litigation related to such Mortgage Loan and shall, are hereby further modified as set forth below:when reasonably required or requested by the Master Servicer, provide to the Master Servicer copies of all pertinent information in the Primary Servicer's possession related to such litigation, including, without limitation, copies of related servicing documents. Under no circumstance shall the Primary Servicer make or have an obligation to make any Advances.

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu Companion Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Pari Passu Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Pari Passu Companion Loan that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer Certificateholders and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing AgreementAgreement (other than, for the avoidance of doubt, the Serviced Pari Passu Companion Loan Holder), it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: (1) Sections 1.03 and 1.

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Initial Purchasers, the Directing Certificateholder, the Controlling Class Certificateholder, the Risk Retention Consultation Party (if applicable), the Operating Advisor, the Asset Representations Reviewer, the Rating Agencies, the Underwriters, the 17g-5 Information Provider, the UnderwritersServiced Companion Noteholder, the Trust Advisor, the Subordinate Class Representative, the Rating AgenciesCompanion Paying Agent, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:Serviced

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer pursuant to this Agreement on behalf of the Master Servicer and the Trustee in the best interests of and for the benefit of the Certificateholders in accordance with any and all applicable laws and the terms of this Agreement and the Mortgage Loans in a manner Loan documents, and to the extent consistent with the foregoing, with the Servicing Standard under the Pooling and Servicing Agreement.. For the avoidance of doubt the Primary Servicer’s obligations and rights under this Agreement are expressly limited to the Mortgage Loans set forth in Exhibit A. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Custodian, the Certificate Administrator, the CustodianCertificate Registrar, the Authenticating Agent, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class RepresentativeInitial Purchasers, the 17g 5 Information Provider, the Rating Agencies, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer under the Pooling and Servicing Agreement during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting as the Master Servicer under the Pooling and Servicing Agreement (and on behalf of the Master Servicer hereunder hereunder) and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 8.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the each Mortgage Loans that are Loan so long as such Mortgage Loan is not then a Specially Serviced Mortgage LoansLoan; provided, however, that the Primary Servicer shall shall, under instruction from the Special Servicer or the Master Servicer, continue to receive payments (collect and provide notice to the Master Servicer of such apply payments), collect information deliver certain statements and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as documents reasonably requested by the Special Servicer (or by the Master Servicer under Section 3.01(con behalf of the Special Servicer) regarding information held by the Primary Servicer and shall continue to cooperate with the Master Servicer, and so long as Midland is the Special Servicer cooperate with the Special Servicer, by providing reasonably requested information regarding the servicing of this Agreementany such Specially Serviced Mortgage Loan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 8.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s Servicers’ rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Underwriters, the Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders, the Special Servicer and the General Special Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated herein, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loan.Except (c) The following Sections of the Pooling and Servicing AgreementAgreement listed herein and only such Sections, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:below (and to avoid any doubt, any modification is limited to its specific terms and except as otherwise provided, the section is otherwise fully incorporated herein without limitation): (1) Section 2.3(a) and (e). The Primary Servicer shall notify the Master Servicer within five (5) Business Days after the Primary Servicer discovers any Material Document Defect or Material Breach in connection with the Mortgage Loans. The Primary Servicer shall promptly provide the Master Servicer with a copy of any Demand or a withdrawal of a Demand that it has received related to a Mortgage Loan and shall reasonably cooperate with the Master Servicer to enable the Master Servicer to comply with its obligations under Section 2.3(e) of the Pooling and Servicing Agreement and shall include the following statement in any related correspondence: “This is a “Demand” under Section 2.3(e) of the Pooling and Servicing Agreement relating to the Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5 requiring action by the Master Servicer, as described thereunder”. If the Primary Servicer receives any oral Demands, it shall direct any Person making a Demand to submit it in writing to the Master Servicer and shall promptly notify the Master Servicer of such direction with a copy of the related correspondence (if any).

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule Controlling Class Certificateholders, the Controlling Class Representative, the Operating Advisor, the Rating Agencies, the 17g-5 Information Provider, the Underwriters, the Trust AdvisorInitial Purchasers, the Subordinate Class Representative, the Rating AgenciesDirecting Holders, the Certificateholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans that are as long as it is not a Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this AgreementLoan. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.23 of the Pooling and Servicing Agreement, as modified herein, herein and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Depositor, the Custodian, the DepositorRating Agencies, the Rule 17g-5 Information Provider, the UnderwritersSpecial Servicer, the Trust AdvisorControlling Class Certificateholder, the Subordinate Controlling Class Representative, the Rating AgenciesOperating Advisor, the CertificateholdersUnderwriters, the Special Servicer Initial Purchasers, the Directing Holders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, hereunder and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, Loans in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement as defined herein (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii) and (iii) of this sentence shall be referred to herein as the “References Modification”). In each case where With respect to all servicing responsibilities of the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement. Without limiting the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of the Pooling and Servicing Agreement as incorporated hereinthat are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreementservicing responsibilities. The Primary Servicer shall have no duties not take any action (whether or obligations not authorized hereunder) as to which the Master Servicer has advised it in writing that such action if taken may result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. The Primary Servicer shall fully cooperate with respect the Master Servicer in connection with avoiding the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to any Serviced Pari Passu Companion Loanfail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loan and the Serviced Companion Loans pursuant to this Agreement in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loans, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loans. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loan and the Serviced Companion Loans subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Risk Retention Consultation Party, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Trust Controlling Class Certificateholder, the Operating Advisor, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Noteholders and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling Pxxxxxx and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 3.19 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loan and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholders, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement as are incorporated herein pursuant to specifically provided for under Section 3.01(c) of this Agreement; provided, further, however, that if the Special Servicer is not, and further is not an Affiliate of, the Primary Servicer, the Primary Servicer shall not be liable for its failure to render comply with such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties duties insofar as are specifically provided for therein and as reasonably requested such failure results from a failure by the Master Special Servicer to provide sufficient information to the Primary Servicer to comply with such duties or the failure by the Special Servicer to otherwise comply with its obligations under Section 3.01(c) of this the Pooling and Servicing Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 3.19 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Trust Operating Advisor, Risk Retention Consultation Party, the Subordinate Class RepresentativeAsset Representations Reviewer, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Loan Noteholders and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loan in this Agreement, and (iv) references to the Serviced Companion Loans and Serviced Pari Passu Companion Loans, each as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loans in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below:

Primary Servicer to Service. (a) The Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Companion Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing AgreementAgreement and, in the case of the Serviced Companion Loan, as a collective whole with the related Mortgage Loan, taking into account the pari passu nature of such Serviced Companion Loan. (b) The Primary Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage Loans and the Serviced Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderInitial Purchasers, the UnderwritersDirecting Certificateholder, the Controlling Class Certificateholder, the Senior Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the Certificateholders Underwriters, the 17g-5 Information Provider, the Certificateholders, the Serviced Companion Loan Noteholder and the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing, and subject to Section 3.21 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer all of the Mortgage Loans and the Serviced Companion Loan that are not Specially Serviced Mortgage Loans; provided, however, that the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and Serviced Companion Loan Noteholder, as applicable, of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as and to the extent as may be specifically provided for herein with respect to any Specially Serviced Mortgage Loans and REO Properties (and the related REO Loans) to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c) of this Agreement, and further to render such incidental services with respect to any Specially Serviced Mortgage Loans and REO Properties as are specifically provided for therein and as reasonably requested by the Master Servicer under Section 3.01(c) of this Agreementherein. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.21 of the Pooling and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Mortgage Loans. Except as otherwise set forth below, for purposes of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Rule 17g-5 Information ProviderSpecial Servicer, the Initial Purchasers, the Directing Certificateholder, the Underwriters, the Senior Trust Advisor, the Subordinate Class Representative, the Rating Agencies, the CertificateholdersControlling Class Certificateholder, the Special Servicer 17g-5 Information Provider, the Serviced Companion Loan Noteholder and the General Special Servicer Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master Servicer or the General Master Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer hereunder, and (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement, and (iv) references to the Serviced Companion Loan, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Serviced Companion Loan in this Agreement (such modification of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iiiiv) of this sentence shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. Without limiting the generality of the foregoing, with With respect to any requirement in an Incorporated Section for all servicing responsibilities of the Master Servicer to provide notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent of the parties hereto that, except as required by Article XI of under the Pooling and Servicing Agreement as incorporated hereinwhich are not being performed by the Primary Servicer under this Agreement, the Primary Servicer provide such notices or documents to, or otherwise communicate with, the Master Servicer, and shall reasonably cooperate with the Master Servicer provide to facilitate the timely performance of such notices or documents to, or otherwise communicate with, the other party or parties to the Pooling and Servicing Agreement. The Primary Servicer shall have no duties or obligations with respect to any Serviced Pari Passu Companion Loanservicing responsibilities. (c) The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References Modification, are hereby further modified as set forth below: